Consultation on new Technical and Procedural Notes and changes to existing Notes
The second edition of the FSA's Primary Market Bulletin (the successor to List!) was published on 13 July (click here to see a copy). This edition contains a consultation on six new Technical Notes and two new Procedural Notes as well as changes to the existing Notes and the introduction of the UKLA Knowledge Base.
The proposed new Technical Notes are on:
- approval of circulars;
- equality of treatment – listing principle 5;
- long-term incentive schemes;
- related party transaction's – modified requirements for smaller related party transactions;
- related party transactions – issuer's undertaking;
- prospectus disclosures on credit rating agencies;
- sponsor's obligations on credit rating agencies;
- sponsor's obligations on financial position and prospects procedures; and
- sponsor transactions – adequacy of resourcing.
The proposed new Procedural Notes are on:
- block listings; and
- sponsor firms – on-going requirements during re-organisations.
The UKLA knowledge base will be launched on completion of the consultation and will be a single repository of the technical guidance available from the UKLA for the Listing Rules and Part 6 Rules. The Technical and Procedural Notes will form an integral part of the knowledge base. The existing Notes have been reviewed and re-formatted, with information that has become out of date or superseded being removed. The Notes will be more logically ordered and allocated unique reference numbers to help identify them. Any future revisions to the Notes will be consulted on in future editions of PMB.
The consultation closes on 24 August 2012 (the original closing date of 14 August having been extended). To see the consultation in full, click here.
Changes to UKLA helpdesk procedures
The changes to the UKLA helpdesk as set out in the first edition of PMB have been adopted largely unchanged (see Handbook Notice 122). However, in response to feedback, the FSA has varied its proposals so that sponsors may still raise oral queries on a named basis regarding technical issues which relate to the provision of a sponsor service. Oral queries will otherwise only be permitted in cases of "exceptional urgency". All other queries must be made in writing. The changes come into effect on 30 September 2012.
ESMA updates its Prospectus Questions and Answers
ESMA has issued version 16 of its Prospectus Questions and Answers (click here to see a copy). The revised version deletes question 56 (retail cascade offers) and replaces it with new question 81 (the consent given in retail cascades). The advice has been issued due to the delay in the coming into force of the Commission Delegated Regulation (EU) amending Regulation (EC) No 809/2004 as regards information on the consent to use of the prospectus, information on underlying indices and the requirement for a report prepared by independent accountants or auditors (COM DR2) adopted by the Commission on 4 June 2012. In essence, it is recommended that when drawing up prospectuses to be used in retail cascades, the requirements of COM DR2 are applied notwithstanding that it is not yet in force.