On 16 March 2010, the UK Listing Authority (UKLA) published a set of frequently asked questions (FAQs) on the review of the Listing Regime. This review was conducted in 2008 and 2009 and the new Listing Regime will come into effect on 6 April 2010. The FAQs do not constitute Financial Services Authority (FSA) guidance but are intended to assist understanding of the new regime.
The FSA conducted the review to ensure that the Listing Regime’s structure and issuers’ responsibilities are clearer, to enable investors to have a better understanding of the requirements of the Listing Regime and, therefore, make more informed investment decisions, and to provide issuers with more flexibility over how they raise capital. The FSA produced several Discussion Papers (DP08/01), Consultation Papers (CP08/21, CP09/24 and CP09/28) and Policy Statements (PS10/2) in relation to the introduction of the revised Listing Regime.
The FAQs are set out in the following three categories:
- General - this covers general FAQs about a listing in London and what it means, the role of the FSA and alternatives to listing.
- Structure of Listing Regime - this covers the structure of the Listing Regime, the definition and requirements of a Standard listing and a Premium listing, when the new Listing Rules come into effect and whether securities/shares can move between listing categories.
- Requirements and changes - this section covers the changes that will come into effect for UK issuers with a Premium listing of equity shares, the new “comply or explain” requirements of the UK Combined Code and the requirement to offer pre-emption rights that will apply to overseas companies with a Premium listing, when a prospectus is required, whether Global Depositary Receipts (GDRs) can be Premium listed, the changes for debt issuers and other listing options.
The UKLA has also provided two useful tables at the end of the FAQs:
Table 1 - this table sets out the main differences between a Premium listing of equity shares and a Standard listing of equity shares.
Table 2 - this table provides an overview of the structure of each of the FSA’s Listing Rules, Prospectus Rules and Disclosure and Transparency Rules.