Happy New Year and welcome to the latest edition of Market reCap. Hopefully, given the direction of most of the UK share indices in the last six months, we will have a long-awaited improvement in the condition of the equity markets this year.
2012 saw an enormous array of regulatory changes, with two major consultations from the FSA, as well as various issues of Primary Markets Bulletin and other quarterly consultations. In addition, we have seen the Takeover Panel's three consultation papers and its analysis of the "Cadbury changes", the implementation of significant changes to the Prospectus Rules as well as the publication of more guidance from the AIM team. We hope Market reCap has provided you with some helpful guidance on all of these changes.
2012 also saw an alarming number of Village People impersonations in the Fieldfisher ECM team during the month of Movember! Fortunately, we've all returned back to normal now. Thank you to all who donated to the team's charity.
Amerjit Kalirai, Editor
Enhancing the effectiveness of the listing regime: response to Consultation Paper 12/2
FSA Consultation paper CP 12/2 identified where the Listing Rules needed to be updated and proposed certain new protections to safeguard the UK's regulated markets. We explain the most notable changes arising from this paper.
Major changes proposed for controlled companies with a premium listing
In response to the continuing high profile governance issues at companies such as Bumi and ENRC, and the resultant investor disquiet, the FSA has published a consultation paper proposing certain significant changes to the premium listing regime. Most of the changes are focussed on companies with a controlling shareholder, and we highlight the key considerations.
Primary Market Bulletin No.4: update on UKLA Knowledge Database
The UK Listing Authority has announced that it is proceeding with its online UKLA Knowledge Base providing guidance on the Listing Rules, Prospectus Rules and Disclosure and Transparency Rules. This article discusses the structure of the Knowledge Base, and the comments arising from the UKLA's consultation on its initial content.
Inside AIM – fifth edition focussing on nomad's consideration of directors
The fifth edition of Inside AIM was published in October 2012 focussing on issues relating to a nomad's consideration of the suitability of directors. We summarise the main points arising from the publication.
Takeover Code changes operating satisfactorily concludes Takeover Panel report
The Takeover Panel has published the results of a review conducted into the Takeover Code changes that were introduced in September 2011. We examine the principal observations and conclusions arising from the review, including in relation to the measures introduced on virtual bids and disclosure of the offeror's future intentions for the offeree.
New European plan for online gambling
In October 2012, the European Commission published its long-awaited Communication “Towards a comprehensive European framework for online gambling”, together with a Staff Working Document. We review the Commission's five priority areas in relation to online gambling.
The Kay Report: government proposals to tackle short-termism in the UK equity markets
The government issued its formal response to Professor Kay's report on 22 November 2012, and this article looks at the steps promised to deliver on the specific recommendations of the report in order to tackle short-termism and ensure that the UK equity markets fulfil their core purpose.
Dates for the diary
- 17 January 2013: Quoted Companies Alliance event "The challenge of good corporate governance - a master class for smaller quoted companies"
- 18 January 2013: last date for responses to the Business, Innovation and Skills Select Committee call for evidence on the Kay Review recommendations and the government's response to that review
- 24 January 2013: Fieldfisher's Annual HR Planner - 2012 saw numerous employment law developments, many of which are due to come into force in 2013, resulting in a challenging year for employers
- 28 January 2013: Fieldfisher's Privacy & Information Law Summit - this event will share recent experiences on cutting-edge and business critical data protection compliance and information management issues
- 31 January 2013: deadline for responding to the Financial Reporting Council discussion paper "Thinking about disclosures in a broader context"
- 4-7 February 2013: Investing in African Mining Indaba - an annual professional conference dedicated to the capitalisation and development of mining interests in Africa
- 6 February 2013: Fieldfisher's Media Crammer?® - this intensive half day session will cover media law issues from the past 12 months
- 16 February 2013: end of 3 month period in which the government intends to publish its response to the consultation on reforms to share buy back procedures recommended by the Nuttall Review
- 20 March 2013: delivery of the UK Budget
- 21 March 2013: Fieldfisher's Compulsory Pensions Seminar - this workshop looks at practical solutions to the many challenges which the new pensions legislation has created