On April 27, 2016, the FCA, in its capacity as securities listing authority, published a report on proposed changes to improve the UK’s wholesale debt listing regime. The report comes following an initiative launched by the FCA, the UK Debt Market Forum, where a series of meetings were held stakeholder groups of the UK primary debt capital markets. The purpose of the Forum was to seek expert feedback to assist the FCA in developing practical measures to increase the effectiveness of the UK’s primary listed debt markets without negatively impacting current standards. The report outlines proposed measures that the FCA has implemented following the feedback received. The FCA has proposed an extension of its “Wholesale Debt Approach.” The approach is a risk-focused methodology designed specifically for the review of wholesale debt documents and aimed at ensuring that the FCA targets the most significant areas of risk. The proposal will see the scope of documents reviewed broadened. The FCA has proposed an extension of its “Same Day Service.” The FCA intends to handle most routine supplemental prospectuses and listing particulars on the day that they are submitted. The report outlines the FCA’s intention to consult on new guidance on omitting guarantor financial information. The FCA will consult on a more transparent approach to assessing whether certain types of financial information may be omitted from debt listing documents to bring the FCA’s approach in line with other EU regulators. The FCA also intends to improve dialogue with market participants through a new engagement strategy, the FCA’s Debt Market Relationship Programme, this will provide advisers who frequently interact with the FCA with a dedicated relationship manager. An additional new enquiry service will also be implemented to address the concerns of less frequently engaged advisers. The FCA’s new engagement strategy is aimed at reducing the ‘red tape’ costs associated with submitting queries. The report outlines the FCA’s new initiative to provide targeted services to prospective overseas issuers considering listing debt in the UK, the Early Engagement Team. The Early Engagement Team is to provide technical advice and practice assistance to prospective issuers who may be less familiar with the UK and EU listing regimes. The FCA expects the new service to produce a smoother, cost effective, better informed and transparent process for issuers seeking a first time listing. The report explores the FCA’s idea of supplementing the UK’s debt market offering with new whole sale debt multilateral trading facilities. The Forum did not finalize proposals as to what the UK’s multilateral trading facility debt offering should be. The FCA will focus on this proposal in a future review of the broader listing regime.
The report is available at: http://www.fca.org.uk/static/documents/practical-measures-improve-effectiveness-ukprimary-listed-debt-markets.pdf.