Summary

Issue 23 of the United Kingdom Listing Authority (UKLA) publication List! was published in December 2009.

Detail

Included in List! 23 is guidance in relation to the following areas:

Schemes of arrangement

The UKLA has confirmed that the issue of new securities in a scheme of arrangement should not fall within the definition of public offer for the purposes of the Prospectus Directive, since an individual shareholder is not asked to decide whether to buy or sell securities.

However, where a scheme of arrangement includes a mix and match facility, which allows target shareholders to choose between different forms of consideration, the individual shareholder is making an investment decision and a prospectus will need to be produced unless an exemption applies.

Dealing with leaks

Issuers are reminded to monitor the media and share prices for possible leaks and related share price movements.

In relation to leaks, inaccuracies of some aspects of a story may not, in themselves, justify a failure to disclose inside information. The example given is of inaccuracies as to the size or pricing of a capital raising, which may not negate the obligation to announce the existence of the proposed capital raising.

If a leak occurs and a full announcement is not possible, any holding announcement needs to be meaningful and, at a minimum, reflect the extent to which a leak or rumour is truthful.

Where a meaningful announcement can be made, the UKLA would not expect an issuer to seek or be granted a suspension of its listing.

Changes to the Listing Categories

The Listing Rules will be amended on 6 April 2010 to separate listings into two segments, Premium and Standard – Premium, being a listing that meets the more stringent super-equivalent standards, and Standard, being a listing that meets EU-minimum standards.

The UKLA planned to write to issuers in December 2009 to check that each listed security is allocated to the correct Listing Category (and therefore subject to the appropriate rules). For securities issued after that date, the UKLA will provisionally assign a Listing Category based on the application for listing and the relevant rules.

For further information, see: http://www.fsa.gov.uk/pubs/ukla/list_dec09.pdf