Hogan Lovells Publications | 08 April 2020
New FCA measures to assist listed companies to raise funding during the coronavirus crisis
The FCA has today published additional primary market measures to help listed companies. The focus of the measures balances the need to help companies raise funding, whilst at the same time maintaining investor protection.
The measures include:
- Clarifying the FCA's expectations about the due diligence supporting working capital statements in share and GDR prospectuses and Listing Rules circulars in light of the uncertainties in the current environment.
- Practical solutions to help deliver shareholder approvals for certain transactions under the Listing Rules where physical general meetings fall foul of government guidelines on social distancing.
- Encouraging listed companies who are taking advantage of the PEG's recent statement encouraging investor flexibility around non pre-emptive offers of up to 20% of the share capital to help deliver "soft pre-emption rights" by exercising their right to be consulted on, and to direct, book runners' allocation policies – the idea is to try to achieve an allocation which reflects existing proportionate holdings of investors in the listed company.
- Encouraging eligible companies to make use of the new simplified prospectus regime introduced under the Prospectus Regulation last year.
- Reiterating, once again, that listed companies continue to have to comply with the Market Abuse Regulation to disclose inside information as soon as possible.
Their measures around the working capital statement, shareholder approvals and the simplified prospectus regime are discussed in more detail in this alert.