Market reCap - May 2012
Welcome to the first edition of Market reCap, a new periodical produced by the capital markets team at Fieldfisher.
Many people think that another periodical publication from a law firm is the last thing the World needs. We would normally agree.
However, Market reCap is different for a variety of reasons. Its target audience is restricted to those interested in issues relating to London's capital markets, in particular Nomads and brokers. As a result, it has a narrow focus designed to be highly relevant to its audience.
Also, we will endeavour to do what many lawyers fail to do – keep it brief! Hopefully, this will ensure that the articles are easily accessible to a very busy audience.
We hope you find it useful. I would certainly welcome any feedback for future issues. If you have any questions in relation to any of the articles, please do contact any of us on the left or your usual Fieldfisher contact. The articles in relation to wall-crossing and PDMR share sales are particularly relevant for Nomads and brokers.
Amerjit Kalirai, Editor
Inside the wall
The FSA has increasingly pursued market abuse cases against top executives and advisers. This article examines two recent decisions relating to the improper disclosure of inside information and "wall-crossing", and one related decision on insider dealing, and sets out the key messages about the current attitude of the FSA.
FSA consultation on PDMR transactions – issues for brokers
The FSA is consulting on changes to the Code of Market Conduct relating to the disclosure of inside information by brokers for sales of stock owned by a PDMR. We examine the FSA's perception that current market practice on the disclosure of the nature of the seller can prima facie constitute market abuse, and the likely effectiveness of a proposed safe harbour for smaller stocks.
Significant changes to the listing regime
We summarise the most significant changes to the listing regime proposed in the Financial Services Authority's consultation paper 12/02, in particular in relation to reverse takeovers, sponsors, transactions and financial information.
The end of "no names" calls to the UKLA? And the first edition of Primary Market Bulletin
The FSA has recently published a consultation paper for the abolition of the provision of "no names" guidance by the UKLA helpdesk. It has also published the first edition of Primary Market Bulletin, the replacement for List!, and is consulting on a minor change to the related party transaction regime.
AIM Regulation and directors participating in a secondary fundraising
It has recently come to our attention that AIM Regulation is now advising Nomads that, in certain circumstances, directors of an AIM company should not be participating in a placing until such placing has been announced. We explore this issue and invite views.
QCA remuneration committee guide for smaller quoted companies
The Quoted Companies Alliance has published its Remuneration Committee Guide for Smaller Quoted Companies which is intended to assist smaller UK quoted companies in developing a bespoke approach to remuneration. We look at the approach and main recommendations of this guide.
Kay Review of UK equity markets – interim report published
Professor Kay has published his interim report, having been commissioned by the government to conduct a review of the incentives, motivations and timescales of participants in the UK equity markets. His preliminary findings are summarised here, with the final report expected in the summer.
What's new @Fieldfisher
- Advised broker, Mirabaud Securities LLP, on a placing of new ordinary shares by Borders & Southern Petroleum Plc to raise £46.5m. Partner Anthony Brockbank advised on the deal.
- Advised RBC Capital Markets on the admission of Rialto Energy Limited to the AIM market of the London Stock Exchange in a deal worth £173m. The Fieldfisher team was led by partner, Dominic Gurney-Champion and was assisted by senior associate Nicholas Heap.
- Advised medical software company Clinithink Ltd on a multi-million pound venture capital fundraising structured in two tranches. The deal involved a number of investors led by US-based Vanguard Atlantic Ltd. The Fieldfisher team was led by Christine Phillips, assisted by associate, Tom Ward.
- Tim Bird joined the team as a partner recently. He has previously worked in ECM and M&A over the years at Wedlake Bell, Dechert, Deutsche Bank and Herbert Smith. Tim's listed clients tend to be in the resources or technology sectors though he has helped companies seeking to raise money or carry out acquisitions on AIM or the Main Market in retail, life sciences and leisure (travel/food and beverages) as well in the past.
- Brad Isaac, Corporate was recently promoted to the partnership.
-This month Rashed Hasan will be joining the Fieldfisher's ECM team after working for a number of years at the UK Listing Authority where he advised public companies and their advisers on UK listing requirements including eligibility, class tests, and disclosure requirements in circulars and prospectuses. More recently, Rashed assisted the ECM team in advising Avocet Mining, the gold mining and exploration business, on its move from AIM to the Main Market.
•12 June 2012: QCA 2012 Fund Manager Lunch Programme
•1 July 2012: deadline for the implementation by member states of Directive 2010/73/EU amending the Prospectus Directive and Transparency Directive, and the delegated regulation amending the Prospectus Regulation will come into force
•3 July 2012: QCA FD Seminar Series – Addressing the big questions for FDs: Pensions
•13 July 2012: deadlines for responding to the Financial Reporting Council's consultations on proposed changes to the UK Corporate Governance Code and the UK Stewardship Code
•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 following consultation