The NYSE’s proposed rule requiring foreign private issuers (“FPIs”) to submit semi-annual unaudited financial information on Form 6-K was filed with the SEC and took effect on February 19, 2016.
On January 25, 2016, the NYSE reissued a proposed rule change to add new Section 203.03 to its Listed Company Manual, requiring NYSE-listed FPIs to submit to the SEC on Form 6-K, at a minimum: (1) an interim balance sheet as of the end of its second fiscal quarter; and (2) a semi-annual income statement that covers its first two fiscal quarters. This requirement already applies to NASDAQ-listed FPIs, although SEC rules do not require FPIs to submit such interim financial information. The NYSE indicated that the purpose of the proposed rule change was to establish a minimum interim reporting regime for FPIs, and that an FPI may still provide more expansive or more frequent interim financial information if it wishes and must still comply with any other reporting obligations that may arise under the instructions to Form 6-K. An FPI must submit its Form 6-K no later than six months following the end of its second fiscal quarter. The financial information included in the Form 6-K also must be presented in English and does not need to be reconciled to U.S. GAAP.
Section 802.01E of the Listed Company Manual also was amended to subject FPIs that have not timely filed the required Form 6-K to the same compliance procedures that are applied to listed companies late in filing their Form 10-K or Form 10-Q. Under amended Section 802.01E, an FPI that is delayed in filing its Form 6-K has an initial six-month compliance period within which to file the Form 6-K and any subsequently due Form 20-F or Form 6-K. If the FPI does not submit all required filings during that six-month period, the NYSE will have the discretion to allow the FPI an additional six-month compliance period. However, an FPI that fails to become timely with its filing obligations within the compliance periods is subject to delisting.
The notice of filing with the SEC is available at https://www.sec.gov/rules/sro/nyse/2016/34-77198.pdf.
The text of new Section 203.03 and other related amendments is available at https://www.sec.gov/rules/sro/nyse/2016/34-77198-ex5.pdf.