On 28 August 2009, the UK Listing Authority published the 22nd edition of LIST! This edition covers a range of topics including those set out below.
Aggregation of break fees
The FSA comments that where an issuer has committed to more than one break fee as part of a transaction, it would expect the issuer to aggregate break fees and test the greatest possible amount that could crystallise as payable under the terms of the fees. In calculating this amount, the FSA does not expect an issuer to aggregate those break fees that are mutually exclusive. The FSA also states that in circumstances where it considers it appropriate to aggregate transactions under LR10.2.10 (Aggregating transactions), it may also be appropriate to aggregate the break fees in relation to those transactions. The FSA reminds issuers that they should contact the UKLA before entering into break fees that may require aggregation under LR10.2.10.
Meaning of 'latest practicable date' in public documents
Where information is required to be disclosed in public documents as at the 'latest practicable date' prior to publication, the latest practicable date should be the latest date before publication that the disclosure can be prepared. Typically, the FSA would expect this to be within 48 hours of publication and it does not consider it appropriate for issuers to use longer periods of time.
Compliance with Listing Principles
In light of periodic queries regarding the interaction between the Listing Principles and the Disclosure and Transparency Rules and Prospectus Rules, the FSA reminds issuers that they must comply with the Listing Principles (set out in LR7) on an ongoing basis. The Listing Principles are a general statement of the fundamental obligations of listed companies and were introduced to ensure adherence to the spirit as well as the letter of the various rulebooks.
The remaining topics covered by LIST! 22 are:
- how the FSA aggregates transactions under LR10.2.10 (Aggregating transactions);
- determining whether a shareholder in a dual listed company is a substantial shareholder for the purposes of LR11 (Related party transactions);
- calculation of the discount that can be applied to offers and placings under LR9.5.10R(1) (Discounts not to exceed 10%);
- format of black lined documents submitted to the UKLA for vetting;
- schemes of arrangement comfort letters;
- restrictions on transfer in Exchange Traded Funds;
- new Equity Markets Group section of UKLA website; and
- continuing obligations reminder.
View LIST! 22 (5 page pdf).