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Market reCap - July 2012


United Kingdom

Market reCap - July 2012

Welcome to the second edition of Market reCap.

The focus for this edition is the significant changes to the UK prospectus regime which took effect from 1 July 2012. The two main articles provide an overview of the important developments and examine in more detail the proportionate disclosure regime for rights issues and SMEs. The first article was written by one of our associates, Rashed Hasan, who spent several years working at the UKLA providing technical advice to companies and advisers on the Prospectus and Listing Rules.

We are also pleased to include an article from Loeb & Loeb LLP explaining the impact of the JOBS Act from a UK perspective. We would very much welcome external contributions to future editions, and do contact any of us if you have ideas.

As I mentioned last time, we try to keep the articles brief in order to maximise accessibility. Do feel free to contact any of us for more detail.


Amerjit Kalirai, Editor

Proportionate disclosure regime (rights issues and SMEs)

A new proportionate disclosure regime has been introduced from 1 July 2012 to reduce the administrative burden and costs for companies seeking to raise capital. This article explains the practical effects of the new regime, and how certain companies can benefit from the reduced level of information now permitted in a prospectus.

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UK implementation of the Amending Directive

The UK implemented on 1 July 2012 the remaining provisions of the Directive amending the Prospectus Directive and Transparency Directive. The main changes arising from such implementation are summarised, including those in relation to exemptions, the content and format of a prospectus summary and supplementary prospectuses.

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US Congress amends securities laws to facilitate capital formation

The JOBS (Jumpstart Our Business Startups) Act was enacted in the U.S. in April 2012 and is intended to relieve restraints on capital raising. David C Fischer, a partner in the New York office of Loeb & Loeb LLP, discusses the provisions of this Act which are of interest to those in the UK.

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Proposed changes to the Takeover Code

The Code Committee of the Takeover Panel has issued three consultation papers in relation to proposed changes to the Takeover Code. These proposals are summarised, including proposals in relation to companies that are subject to the provisions of the Takeover Code, profit forecasts, and pension scheme trustee issues.

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Withholding tax disclosure

ESMA has clarified the information to be disclosed when drawing up a prospectus in respect of withholding taxes on the income of securities, which can also be applied to AIM admission documents.

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Executive remuneration – new votes and disclosures

The government has announced measures on executive remuneration which provide new voting rights for shareholders. We examine the three principal developments, and the implementation process for the reforms.

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Consultations on the UK Corporate Governance Code, UK Stewardship Code and International Standards on Auditing

In April 2012, the Financial Reporting Council launched three simultaneous consultations on proposed changes to the UK Corporate Governance Code, the UK Stewardship Code and International Standards on Auditing (UK and Ireland). This article highlights the key proposals.

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What's new @Fieldfisher

- Graeme Nuttall, a partner at Fieldfisher, recently launched his final report on employee ownership.  In January 2012, Graeme was commissioned by the Deputy Prime Minister, Nick Clegg to examine how to promote employee ownership in the private sector and spread the benefits into the wider economy.

- Advised the shareholders of Loxi GmbH regarding the takeover of the firm by group GmbH & Co. KG. Hamburg partner Dr. Florian Streiber led on the deal.

- Advised venture capital firm DN Capital and Rahul Powar, the creator of the first Shazam iPhone application, on the sale of Apsmart to Thomson Reuters. Technology partner David Naylor led on the deal assisted by a team that included corporate partner Laurence Lumb, and corporate associates Tom Ward and Guy Burman.

- Advised Gazprombank on the acquisition of a holding in Energie du Porcien SAS. Paris partner Christopher Mesnooh and associate Gaël Barbier led on the deal.

- Fieldfisher strengthens its Hamburg office with the appointment of new corporate partner, Sara Bandehzadeh. Sara returns to legal practice after working in industry for several years.

- Advised Grant Thornton in relation to a cash confirmation exercise for the offer by Grant Thornton's client Randotte (No. 555) Limited for Lees Foods plc. Corporate partner Amerjit Kalirai led on the deal.

- Amongst other transactions, the equity capital markets team worked on a secondary fundraising for a chemicals company and an initial public offering for a natural resources company, each of which were successfully completed.

Dates for the diary

  • 27 July 2012: London 2012 Olympic Games opening ceremony
  • 12 August 2012: London 2012 Olympic Games closing ceremony
  • 1 September 2012: potential removal of the UKLA's provision of individual guidance on a "no names" basis if the proposals set out in FSA consultation paper CP12/05 are implemented
  • 12 September 2012: QCA's 20th Anniversary Annual Dinner
  • 26 September 2012: close of government consultation on proposed changes to the accounts regulations with respect to the new executive remuneration policy and implementation report
  • 28 September 2012: close of the Takeover Panel's three consultations on proposed changes to the Takeover Code
  • 1 October 2012: for financial years beginning on or after this date, the amendments to the UK Corporate Governance Code relating to gender diversity take formal effect (earlier compliance has been encouraged) together, it is expected, with changes arising from the April 2012 consultation

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