On 28 September 2012, following an earlier consultation, the Financial Services Authority (‘FSA’) published Handbook Notice 123 with amendments to the Listing Rules, the Prospectus Rules and the Disclosure and Transparency Rules. The key changes to the Listing Rules, which came into force on 1 October 2012, affect a number of areas, including the following:

  • class transactions: the changes relate, among other things, to:
    • class 1 circulars: the directors’ responsibility statement must also be provided by the issuer; and
    • class 3 transactions: this category of transactions has been removed from the rules;
  • break fee arrangements: the amendments include a wider definition of ‘break fee arrangements’;
  • reverse takeovers: the changes include a number of indicators that could lead the FSA to treat a transaction as a reverse takeover (even in circumstances where the transaction’s percentage ratio is below the 100% mark);
  • financial information and eligibility: the changes consolidate the existing provisions of the Listing Rules and related technical notes; and
  • circulars: the amendments include clarification of the rules on the incorporation of information into circulars by reference.

Other areas affected by the changes are the rules relating to:

  • PDMRs (persons discharging managerial responsibility);
  • related party transactions; and
  • share buy-backs.

Changes made to the sponsor regime are coming into force in stages:

  • as from 1 October 2012, confirmation that the sponsor meets the eligibility criteria must be given in the prescribed form in January each year, not on the anniversary of the date of approval; and
  • as from 31 December 2012, sponsors will, in relation to sponsor services and in addition to other changes, be required to notify the FSA if the issuer has committed any breach of the Listing Rules, the Prospectus Rules or the Disclosure and Transparency Rules.

The amendments made to the Prospectus Rules, which came into force on 28 September 2012, reflect recent EU changes to the prospectus regime.

FSA Handbook Notice 123 available at:

http://www.fsa.gov.uk/static/pubs/handbook/hb-notice123.pdf.pdf