Market reCap - September 2014
Welcome to the latest edition of Market reCap, brought to you by Fieldfisher's Equity Capital Markets team.
As ever, we've tried to condense the most significant legal and regulatory changes from the last few months into short, concentrated articles that cover the key points.
Please let me know if you would like to discuss any of the issues raised in this edition of Market reCap (or alternatively contact the author of the relevant article).
Jonathan Brooks, Editor
AIM Notice 39 – update on directors participating in a fundraising
On 13 May 2014, the London Stock Exchange published AIM Notice 39, confirming that the majority of the changes to the AIM Rules for Companies and the AIM Rules for Nominated Advisers proposed in AIM Notice 38 have been adopted. In particular, the proposed changes to the guidance note on Rule 21 (Restrictions on deals) of the AIM Rules for Companies were confirmed, but additional changes requested by some respondents were not incorporated. We look at the current position where directors participate in a fundraising.
Investor guidelines on share capital and transactions
Following the merger of ABI Investment Affairs with the Investment Management Association on 30 June 2014, the enlarged IMA (to be renamed The Investment Association in January 2015) has assumed responsibility for guidance previously issued by the Association of British Insurers. The IMA has recently issued guidance on share capital management and transactions.
UKLA and AIM require sanctions confirmation
The UK Listing Authority is asking companies to confirm that they are not subject to the European Union sanctions recently imposed in view of Russia's actions destabilising the situation in Ukraine when they submit a prospectus for approval.
Primary Market Bulletin No.8
The Financial Conduct Authority has published its eighth Primary Market Bulletin confirming changes to guidance in its Knowledge Base and consulting on further guidance. This article summarises the key changes and proposals.
Board appointments and equality law
The Equality and Human Rights Commission has issued guidance on the equality law framework within which board appointments (both executive and non-executive) must be made. This article looks at the key points.
The end of quarterly reporting requirements
The Financial Conduct Authority has invited comments on its proposal to remove the requirement for issuers of shares admitted to trading on a regulated market to publish interim management statements.
Proposed changes to the Takeover Code
The Panel recently published a public consultation paper seeking views on proposed amendments to the UK Takeover Code. The consultation ends on 12 September 2014. This article reviews the key proposed amendments.
Two recent cases in the High Court have highlighted the pitfalls that can be encountered when drafting engagement letters for the provision of corporate advisory services. We look at the lessons to be learned.
"Blocking" a company's shares: How to respond to a notice under s 793 Companies Act 2006
Section 793 of the Companies Act 2006 gives a public company the right to require anyone who is, or might be, "interested" in its shares to answer written questions about the nature of that interest. A failure to respond to a s793 request enables the company to "block" the shares in question, preventing the shareholder from voting or transferring its shares, until the answers are provided. This article considers the recent Court of Appeal case relating to JKX Oil & Gas plc, in which wealthy Ukrainian businessmen Igor Kolomoisky and Gennady Bogolyubov, and Russian businessman Alexander Zhokov, have built up a stake.
What’s new at Fieldfisher
- We are proud and delighted that Fieldfisher tax partner Graeme Nuttall has been made an OBE in the Queen's Birthday Honours list in recognition of his work on employee ownership, employee share schemes and public service mutuals.