Locations
Market reCap September 2012 edition
- Primary Market Bulletin No.2: consolidation of UKLA guidance
- Primary Market Bulletin No.3 confirms the end of no names calls to the UKLA
- Inside information: the disclosure of intermediate steps
- Allocating your purchase price on a business transfer
- The Kay report: tackling short-termism in the UK equity markets
In the May 2012 edition of Market reCap, we reported on the proposals put forward in consultation paper CP12/05, and further justified in the first edition of Primary Market Bulletin from the Financial Services Authority ("FSA"), to remove the provision by the UK Listing Authority ("UKLA") of individual guidance to market participants on a “no names” basis.
Issue no. 3 of Primary Market Bulletin confirms that the UKLA intends to proceed with these proposals, subject to certain modifications. It also outlines the resulting operational changes affecting the UKLA Helpdesk service.
The FSA has rejected responses to the consultation paper calling for the continued receipt of queries on a no names basis, saying that it requires issuers to be open and co-operative, including informing the FSA at appropriate times of relevant transactions on a named basis.
To address a number of the concerns raised by such responses, especially apprehension about the disclosure of transactions at an early stage, the FSA states that it does not make presumptions about the stage a transaction has reached just because the UKLA has been contacted for technical advice. Nor does it consider that contacting the UKLA in this way creates a disclosure obligation under the Disclosure Rules and Transparency Rules where one would not otherwise exist.
Under the new regime, which is intended to be in place from Monday 1 October 2012:
(a) individual guidance will not be provided by any means on a no names basis – this is said to be bringing UKLA practice into line with that across the rest of the FSA; and
(b) requests for individual guidance (on a named basis) should generally be submitted in writing, but oral enquiries will still be accepted:
(i) in cases of "exceptional urgency"; or
(ii) regarding technical queries which arise during the provision of a sponsor service on a transaction - however, this is likely to comprise complex and significant enquiries, so a written submission will be needed in most cases before definitive guidance can be given.
A Sponsor Service Enquiry Line will be established for enquiries under (b)(ii) above. This can be accessed by calling the general administrative queries line (and it now appears that the telephone number will be published on the UKLA's website on, and not before, 1 October). This facility expects to receive calls only from experienced members of the sponsor firm, and only after internal consideration within the sponsor firm, rather than being the first port of call.
Issue no.3 of Primary Market Bulletin is available here
Daniel Hooke is a Senior Associate (PSL) in the Corporate Group of Field Fisher Waterhouse LLP in London.