New Form TR-1 from 30 June
The FCA announced in the March 2017 Primary Market Bulletin 17 (PMB 17) that it will implement ESMA’s new standard form and discontinue use of the current TR-1 form. The new TR-1 form will come into force on 30 June 2017 and it would seem that major shareholding notifications on the current form will no longer be accepted from that date. Here is a link to the new TR-1 form, which now includes notes produced by ESMA with some additions to reflect the FCA’s amendments to the ESMA form and references to the DTR. In PMB 17, the FCA say they would like to encourage issuers to send the TR-1 form to the FCA in Microsoft Word format as opposed to readable pdf.
Prospectus Regulation – 10% threshold change to 20%
The Prospectus Regulation, which will repeal and replace the Prospectus Directive, was adopted by the European Council of Ministers on 16 May and now awaits publication in the Official Journal. It will come into force 20 days after publication, anticipated to be in June or July. As directly applicable EU legislation, most provisions will apply 24 months after it comes into force but two changes will apply immediately on the date that the Prospectus Regulation comes into force. These are a change to the threshold for an exemption from the requirement to publish a prospectus and a related change to the conversion exemption. Currently the exemption for annual increases of shares admitted to trading applies where the new shares represent less than 10%; this changes to a higher threshold of 20% and applies to securities generally rather than only to shares. In anticipation, the FCA has drafted changes to PR 1.2 and consulted on them in its March 2017 quarterly consultation No 16.
LEIs required for Main Market issuers from 1 October 2017
As anticipated in our December 2016 note, the FCA has amended DTR 6.2 with effect from 1 October 2017, inserting a new 6.2.2(A) and 6.2.2(B) and a new annex 6 Annex 1R setting out the classes and sub-classes of regulated information prescribed by the Level 2 Regulatory Technical Standards. The effect of the amendment is that whenever a company to which DTR 6.2 applies is required to file regulated information it must also notify the FCA of its legal entity identifier (LEI) and the classifications relevant to that regulated information using the classes and sub-classes in DTR 6 Annex 1R.
Regulated information for this purpose is all information which a company with shares admitted to trading on a regulated market in the UK is required to disclose under (i) the Transparency Directive; (ii) Articles 17 or 19 of the Market Abuse Regulation; or (iii) the Listing Rules and DTR.