Last month (July 2013), the Financial Conduct Authority (the “FCA”) published a new UKLA Procedural Note on Block listings and amended two existing Procedural Notes on the (i) Review and approval of documents and (ii) Eligibility process. The FCA also issued three new Technical Notes and amended one existing Technical Note. The Procedural Notes and Technical Notes constitute binding FCA guidance on the Listing Rules (the “LR”), Disclosure Rules and Transparency Rules (the “DTR”) and Prospectus Rules (the “PR”). For more information on these Procedural Notes and Technical Notes and relevant links, please see below.
The UKLA Procedural Note on Block listings details the circumstances under which Block Listings may be approved for admission to the FCA Official List. Pursuant to LR 3.5, if the process of applying for admission of securities is likely to be very onerous due to the frequent or irregular nature of allotments and if no prospectus or listing particulars are required for the securities, an applicant may apply for a block listing of a specified number of securities.
To view the UKLA Procedural Note on Block listings (Ref: UKLA/PN/907.1), please click here.
Review and Approval of Documents
The amended UKLA Procedural Note on the Review and approval of documents focuses on the submission process and subsequent UKLA review of prospectuses, listing particulars and circulars. The Procedural Note includes details of what is to be included in the initial submission as well as procedural and timetable details.
To view the UKLA Procedural Note on Review and approval of documents (Ref: UKLA/PN/903.2), please click here.
The amended UKLA Procedural Note on the Eligibility process details the UKLA review process aimed at ensuring securities are eligible for listing under the FCA Listing Rules. The UKLA performs an eligibility review where (i) there is a new applicant (i.e., the applicant does not have any class of securities already listed on the Official List), (ii) an applicant is applying for readmission following a reverse takeover, (iii) an existing issuer wishes to transfer its category of equity shares listing (i.e., standard to premium listing), (iv) an issuer has only listed debt securities and wishes to apply for an additional listing of shares or GDRs, (v) an issuer with listed equity shares issues a new line of listed equity shares, and (vi) there is an insertion of a new topco. The update also describes how the eligibility review process interacts with the prospectus review process.
To view the UKLA Procedural Note on Eligibility process (Ref: UKLA/PN/901.2), please click here.
In addition to the above Procedural Notes, three new Technical Notes have been added: Periodic financial information and inside information (UKLA/TN/506.1); Sponsor services (UKLA/TN/710.1); and Sponsor notification requirements (UKLA/TN/711.1). Furthermore, amendments have been made to one Technical Note (Risk factors (UKLA/TN/621.2)). One Technical Note (Sponsors: Regular review and annual confirmation (UKLA/TN/702.1)) has been deleted in its entirety.
For more details on the Technical Notes and to view the FCA Primary Market Bulletin (July 2013 / No. 06), please click here.