Market reCap January 2013 edition
- Enhancing the effectiveness of the listing regime: response to Consultation Paper 12/2
- Major changes proposed for controlled companies with a premium listing
- Primary Market Bulletin No.4: update on UKLA Knowledge Database
- Inside AIM – fifth edition focussing on nomad's consideration of directors
- Takeover Code changes operating satisfactorily concludes Takeover Panel report
- New European plan for online gambling
- The Kay Report: government proposals to tackle short-termism in the UK equity markets
As reported in the third edition of Market reCap, the UK Listing Authority ("UKLA") has decided to address the problem of the diversity of sources of guidance on the Listing Rules, Prospectus Rules and Disclosure and Transparency Rules by launching the UKLA Knowledge Base. The UKLA announced in December 2012 its decision to proceed with the UKLA Knowledge Base, which is now available on its website, click here.
Structure of the UKLA Knowledge Base
The UKLA Knowledge Base is the single repository of the guidance available from the UKLA with regard to the Listing Rules, Prospectus Rules and Disclosure and Transparency Rules.
It comprises 80 guidance notes, which are divided into two series: Procedural Notes and Technical Notes. The Knowledge Base also contains links to rule books, forms and checklists. To assist navigation, the notes are grouped thematically in 14 categories. The UKLA hopes to introduce a search capability in the near future.
The UKLA intends to keep the Knowledge Base up-to-date by consulting on and publishing new notes, and by issuing new versions of existing notes.
The UKLA carried out a consultation on the initial content of the UKLA Knowledge Base, which ended on 24 August 2012. The feedback received from the 13 respondents was broadly supportive of the initiative and the proposed content, and as a result the UKLA has proceeded broadly as consulted.
A small number of revisions were made to 29 of the guidance notes consulted on, and two of the guidance notes have been withdrawn. UKLA/PN/907.1 on block listings has been withdrawn pending further deliberation on the negative feedback received in the consultation process. UKLA/TN/631.1 on prospectus disclosures on credit rating agencies has been withdrawn as the matter is currently subject to ongoing discussions within the European Securities and Markets Authority.
General themes found in the feedback were commented on by the UKLA as follows:
- there were comments that 71 of the 82 guidance notes were based on previously published material, principally the List! newsletter and the set of technical and procedural notes produced in 2010 (the "2010 Notes"), but that a number of sections in those publications had not been turned into guidance notes. The UKLA listed four main reasons why such material was not included: (1) it was already consulting on incorporating sections of the existing commentary into the Listing Rules through new rules or guidance; (2) the commentary referenced a matter of law or regulation that had since changed; (3) the material or remark was specific to a particular situation in the past; and (4) it did not think that the point made was suitable for formal guidance; and
- on a similar point, several respondents noted that commentary previously contained in List! or the 2010 Notes had been "withdrawn" by not being included in the Knowledge Base guidance notes. The UKLA responded that this illustrates a confusion as to the status of the previous commentary, which was written to be part of a newsletter rather than formal guidance. The feedback confirmed the UKLA's belief that it was right to resolve any ambiguity by ensuring that all UKLA technical commentary is now in one place and has the status of formal guidance.
Tom Martin is a Senior Associate in the Corporate Group of Field Fisher Waterhouse LLP in London.
Sign up to our email digest