Introduction

The FSA has published the third edition of Primary Market Bulletin, its newsletter for primary market participants, which deals with the practical implications of forthcoming changes to the UKLA Helpdesk, which are due to come into effect from Monday 1 October 2012.

Background

In its first edition of Primary Market Bulletin, the FSA set out the results of its review of the UKLA Helpdesk telephone service, carried out as part of the FSA’s 2010 Market User Survey. The scope of the UKLA Helpdesk review covered the technical advice that the FSA provides on the Prospectus and Listing Rule and the Disclosure and Transparency Rules (“DTRs”) via the Equity, Debt and Company Monitoring helpdesk options. The UKLA Helpdesk review led to the following proposed changes to the FSA Handbook, which were published and consulted on in the FSA’s Quarterly Consultation Paper No 32 (CP 12/5) (the “QCP”). The FSA proposed to:

  • no longer accept requests for individual guidance that are made on a ‘no names’ (where the name of the issuer is withheld) basis;
  • only accept queries made in writing, on a  named basis, which the UKLA, except in the case of simple queries, would respond to in writing within current turnaround times; and
  • receive requests orally in certain limited cases where there was exceptional urgency (the UKLA would retain a stand-alone Emergency Helpline for this purpose). This would include, for example, urgent live market situations such as suspensions and urgent queries relating to disclosure of inside information.

The FSA’s response to feedback on the QCP was published in Handbook Notice 122 on 27 July 2012.

Response to feedback and amended proposals

The FSA has confirmed that the above proposals will be implemented with effect from Monday 1 October 2012, with some amendment to take into account feedback received on the QCP.

‘No names’ guidance

The FSA has confirmed that it intends to implement its proposal to no longer accept requests for individual guidance on a ‘no names’ basis, notwithstanding responses to the QCP from sponsor firms which indicated that in many instances issuers do not want their identity to be revealed in discussions between the sponsor firms and the UKLA. The FSA has confirmed that it requires issuers to be ‘open and co-operative’, and that this ‘includes informing us at appropriate times of relevant transactions on a named basis’.

The FSA has noted, however, concerns expressed by some market participants that issuers may be deterred from seeking individual guidance on a named basis (particularly when a transaction is at an early stage) over fears that, in the event of a leak, this may result in the issuer being required to make an announcement in accordance with the DTRs when it would not otherwise be required to do so. In response, the FSA has confirmed that it does not consider that contacting the UKLA in this way creates a disclosure obligation where one would not otherwise exist.

Oral queries

The FSA has amended its proposal requiring that all requests for individual guidance are submitted in writing. In addition to allowing oral queries in cases of ‘exceptional urgency’, the FSA will allow sponsors to submit oral queries on a named basis (only) regarding technical issues which arise during the provision of a sponsor service on a transaction. The FSA expects such requests to usually be complex and significant, so it is likely that in the majority of cases a written submission will be required before the FSA could provide definitive individual guidance.

The FSA will be establishing a Sponsor Service Enquiry Line to enable sponsors to submit queries of this nature, which will be accessible by calling the FSA’s general administrative queries line, rather than as a separate telephone number.

All other requests for individual guidance will need to be submitted to the FSA in writing on a named basis.

Implementation

The FSA has confirmed that these proposals will take effect from Monday 1 October 2012 and that information on the new UKLA Helpdesk (including contact telephone numbers and final details of implementation) will be available on the UKLA website from that date.

Please click here to access the third edition of the FSA’s Primary Market Bulletin.