Overview

On February 5, 2016, the New York Stock Exchange LLC ("NYSE") made a filing with the Securities and Exchange Commission ("SEC") for a proposed rule change amending the NYSE Listed Company Manual (the "Manual") to adopt a requirement that NYSE-listed foreign private issuers must, at a minimum, submit a Form 6-K to the SEC containing semiannual unaudited financial information. Previously, NYSE-listed foreign private issuers were only required to furnish annual financial reports. This is in contrast to the rule for NYSElisted U.S. issuers which are required to file quarterly reports on Form 10-Q; however, NASDAQ has a comparable rule.

The SEC published a notice on February 19, 2016 which states that the NYSE “understands that financial reporting practices in other countries may differ from those in the United States and it is often not the case that foreign companies issue interim financial information on a quarterly basis. However, it is the NYSE’s experience that almost all listed foreign private issuers issue interim financial information on at least a semi-annual basis. The NYSE believes that this practice is essential for the protection of investors, as annual financial disclosure is too infrequent to enable investors to make informed investment decisions, especially as that information ages in the latter part of the disclosure cycle.”

Pursuant to the NYSE’s request, the SEC waived the 30-day operative delay so that the amendment was made effective immediately on February 5, 2016 and has been incorporated into the manual as Section 203.03.

Section 203.03 is effective for any fiscal year beginning on or after July 1, 2015; therefore, the earliest semi-annual period covered would have ended on December 31, 2015. The financial information must be presented in English but it is not required to be reconciled to U.S. GAAP.

For more information:

See the SEC Release No. 34-77198 entitled “Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Amending the NYSE Listed Company Manual to Adopt a Requirement that Listed Foreign Private Issuers Must, At a Minimum, Submit a Form 6-K to the Securities and Exchange Commission Containing Semi-Annual Unaudited Financial Information” (February 19, 2016) here.