Introduction

Welcome to the latest in our series of regular alerts containing a round-up of news from our capital markets practice. We advise companies, financial advisers and underwriters on all aspects of capital markets and public M&A transactions in all the principal markets of the UK, US, Continental Europe and Asia Pacific. We would be delighted to discuss with you any issues arising out of the items covered in this update.

Equity Capital Markets: IMA Transaction Guidelines

The Investment Management Association has issued guidelines setting out the expectations of IMA members on various aspects of equity capital market transactions, building on the key recommendations of the ABI’s reports. The new guidance is structured under the three headings of “Initial Public Offerings” (IPOs), “Secondary Offerings” and “Corporate Governance during corporate transactions”.

  • IPOs: the guidelines address the size of syndicates, transaction fees payable, prospectuses, the sponsor regime and the role of the independent adviser.
  • Secondary offerings: the guidance relates to underwriting capacity and to reducing underwriting fees and transaction timetables.
  • Corporate governance in corporate transactions: the guidelines seek to ensure that non-executive directors are effectively able to exercise their function of independent challenge and recommend arrangements for independent committees to be formed in relation to certain transactions or where conflicts may otherwise arise.

You can read a copy of the guidelines on the IMA website. (PDF)

The Transparency Directive: Voluntary Interim Statements

The Financial Conduct Authority has published a policy statement which removes the Transparency Directive’s requirement to publish interim management statements. From 7 November 2014, issuers of shares admitted to trading on a regulated market may continue to publish interim management statements but only on a voluntary basis.

You can read the policy statement on the FCA website.

Takeover Panel: Amendments to the Takeover Code

The Takeover Panel’s Code Committee has issued a response statement which makes a number of amendments to the Code which will come into effect on 1 January 2015. In conjunction with these amendments, the Panel Executive has updated the Disclosure Forms. The new Disclosure Forms should be used from 1 January 2015.

You can read a copy of the response statement on the Panel’s website. (PDF)

Takeover Panel: Practice Statement on Entering into Talks during a Restricted Period

The Takeover Panel Executive has published a practice statement explaining its practice on consenting to a person who has made a “no intention to bid” statement or whose offer has lapsed or been withdrawn making a single confidential approach to the offeree company board during the restricted periods of 6 months and 12 months under Rules 2.8 and 35.1 respectively. The statement also describes how the Executive applies the provisions of certain Rules if a potential offeror and the offeree board enter into talks during a restricted period.

You can read a copy of the Practice Statement on the Panel’s website. (PDF)

Trading: LSE Confirms SETS Equities Intra-day Auction

The London Stock Exchange has confirmed that an intra-day auction for stock exchange electronic trading system equities (excluding International Order Book) will be implemented in late 2015. The intra-day auction will go live as part of a major technology release. The auction will occur daily at 12 p.m., with a two-minute call period followed by a random 30-second period.

You can view a copy of the announcement on the LSE website.