Small Business, Enterprise and Employment Act 2015 (SBEEA)

Registers of People with Significant Control: Finalised Guidance

The Small Business, Enterprise and Employment Act 2015 (Act) received Royal Assent on 26 March 2015. Whilst the implementation of Parts 7 and 8 of the Act (being those parts of the Act that deal with the corporate aspects and changes to the Companies Act 2006) is to be phased in over the course of this year, the biggest change that will impact  on companies  and LLPs  comes  into force on 6 April   2016.   This imposes an  obligation   on   all   UK companies that are not exempt, and on UK LLPs, to keep a register of people with significant control (PSC register). Our  fifth  alert  on  the  Act,  circulated  in  January  2016, attached a briefing on the PSC register regime which was prepared on the basis of draft government guidance. That guidance  has  now  been  finalised  and  republished.  This sixth  in  our  series  of  alerts  highlights  the  significant changes  to  the  final  form  guidance,  attaches  a  slightly updated version of our  briefing  and  links  to  key  source material.  To access  the alert  and the revised briefing – click here

Deadline for surrender of bearer shares - 26 February 2016

A reminder that the holders of bearer shares had until 26 February to voluntarily surrender their bearer shares to the company for conversion into registered form. If they were not surrendered by this date, a company must apply to court for those bearer shares to be cancelled within 3 months, i.e. by 26 May 2016 (being one year since the abolition of bearer shares was introduced). To read more on bearer shares and the process of cancellation see our SBEEA briefing published last year.

Company  law  and compliance

Companies House announces fee changes for April 2016

Companies House has announced changes to its fees from April 2016. Proposed new fees include:

  • Fees to register a charge increase from £13 to £23 (by paper) and from £10 to £15 (digitally); and
  • Obtaining a certified copy of a document reduces from £20 to £15 or from £60 to £50 for the same day service.

Narrative Reporting

Gender pay gap reporting

The Government has published its response to the consultation on the principles which will underpin the new gender pay gap reporting regime. Employers with 250 or more employees will have to publish: (i) mean and median overall pay gap figures (including bonus, commission, LTIPs and the cash value of shares); and (ii) mean bonus gap figures on an annual basis. In addition, affected employers must also publish the numbers of men and women paid across salary quartiles within their business and the proportion of men and women who received a bonus payment within a 12-month period. The response confirms that the regulations are likely to come into force on 1 October 2016, with a first reporting date of not later than 1 April 2018. A further consultation covering the details of the draft regulations has also been published and will close on 11 March 2016. To read our briefing - click here.

Listed  company compliance

Changes made to the Listing Rules and Disclosure and Transparency Rules

The Financial Conduct Authority (FCA) has published the Listing Rules and Disclosure and Transparency Rules (Miscellaneous Amendments) Instrument 2016 (FCA 2016/6). There are numerous changes to update various references in those rule books, however, the most significant change brings the DTRs into line with the EU Accounting Directive, including by amending DTR 4.1.11R(1) to state that an issuer's management report need not give an indication of any important events that have occurred since the end of the financial year to the extent  that  those  events  are  already  reflected  in  the issuer’s profit and loss account or balance sheet, or are disclosed in the notes to the issuer’s audited financial statements.

The changes came into force on 29 January 2016.

Public M&A

Takeover Panel proposes changes to communication and distribution of information requirements during an offer

The Takeover Panel has published a consultation setting out proposed amendments to the Takeover Code with regard to the communication and distribution of information and opinions during an offer by, or on behalf of, a bidder or target company. For a more detailed overview of the proposed changes – click here.