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Listing, Prospectus, Disclosure and Transparency Rules

The new Listing, Prospectus and Disclosure Rules took effect on 01 July 2005, replacing the UKLA Sourcebook. The new Rules reflected changes made following the FSA’s review of the listing regime and implemented the EU Prospectus Directive and certain aspects of the EU Market Abuse Directive in the UK.

Amendments have subsequently been made to the Listing Rules as a result of the new Transparency Rules - see below.

The FSA has also consulted on proposed amendments to the Listing and Prospectus Rules to address issues that have emerged since the implementation of new rules (CP 06/17).

The FSA has also consulted on a review of the Listing Rules for investment entities, as the 2005 review did not cover the listing rules applicable to investment entities or venture capital trusts (CP06/4 and CP06/21).

The Rules explained

Through their collaboration with senior executives from the FSA and the London Stock Exchange on a number of workshops, Charles Mayo and Richard May have an in-depth knowledge of the Rules and what these changes mean to you and your organisation.

Charles and Richard have written a number of useful bulletins explaining the  Rules and their implications. For a free copy of any of these bulletins please email Charles.Mayo@simmons-simmons.com or Richard.May@simmons-simmons.com.

Bulletins available:

Disclosure Rules

  • Disclosure of Inside Information – a summary of the rules on disclosure of inside information (previously price-sensitive information)
  • Changes in Company Expectations – an overview of the key issues to consider when determining whether a company is required to make an announcement following a change in expectation as to future performance
  • Controls Checklist – which identifies some of the main points to consider when reviewing a company’s internal controls in relation to the timely identification and disclosure of inside information
  • Insider Lists – a brief summary of the rules and practical guidance on the steps that companies should take
  • Persons Discharging Managerial Responsibilities (PDMRs) and connected persons – a summary of the obligations for PDMRs (and their connected persons) to disclose transactions.

Prospectus Rules

  • Annual Information Update – a brief summary of the requirement to produce an annual information update and practical guidance on the steps to take
  • Prospectus Rules and Public Takeovers – a brief summary of the rules and practical guidance on the steps which offerors should now take.

Listing Rules

  • New Listing Rules – an overview of some of the main changes for equity issuers
  • To boldly sponsor: the new sponsor regime.

Market Abuse

  • UK market abuse regime – an overview of the new market abuse regime

Further information

A copy of the Rules can be found at http://fsahandbook.info/FSA/handbook.jsp?doc=/handbook/59373

Transparency Rules

New Transparency Rules were introduced by the FSA on 20 January 2007 to implement the EU Transparency Directive in the UK.

The Rules are contained in the Disclosure Rules Sourcebook which has been renamed the "Disclosure and Transparency Rules".  They require companies with securities admitted to trading on a regulated market to produce annual and half yearly financial reports (including financial statements, a management report and responsibility statement) and, for equity issuers only, two other interim management statements a year.  The periodic financial reporting requirements apply for financial periods beginning on or after 20 January 2007.

The  Disclosure and Transparency Rules also contain the rules on disclosure of interests in shares and replace the current requirements in s. 198 – 210 Companies Act 1985.  These rules took effect from 20 January 2007.  Please see our bulletin 'The UK three % disclosure rule: changes from 20 January 2007'.

We have written the following bulletins on the impact of the Transparency Rules on financial reporting:

  • Directors’ reports: The price of EU integration?
  • Financial reporting under the Transparency Directive: Welcome to the goldfish bowl!
  • Transparency Directive – Debt and ABS Issuers, Periodic Financial Reporting

For a free copy of any of these bulletins please email Charles.Mayo@simmons-simmons.com or Richard.May@simmons-simmons.com.

For further summaries and briefing notes on the Listing, Prospectus, Disclosure and Transparency Rules and the underlying directives, please visit our Companies Act 2006 resource and FSAP pages on www.elexica.com ,our award winning on-line legal resource.

Alternatively contact Charles Mayo , Richard May or your usual contact at Simmons & Simmons.