Market reCap - September 2012
Welcome to the latest edition of Market reCap. We hope you had a good Summer.
As you would expect, not a lot has been happening in the world of public company regulation in recent weeks. As a result, there are fewer articles in this edition than normal. One major event has been the publication of the second edition of Primary Market Bulletin, and with it, the consultation in respect of the rollout of the new UKLA Knowledge Base by the UKLA. You had to be quick though - while the UKLA published a very large number of technical and procedural guidance notes, it offered only a very short period of time in which to respond to the consultation. We’ve summarised the new regime and the 11 new procedural and technical notes.
The other significant event has been the regrettable confirmation that the UKLA will curtail the provision of “no names” guidance, as it had previously suggested. The good news for sponsors is that there has been some mitigation in the tough regime that had previously been proposed.
Do feel free to contact any of us for more detail.
Primary Market Bulletin No.2: consolidation of UKLA guidance
The UKLA is launching its new “UKLA Knowledge Base”, which will serve as a single repository of the guidance available with regard to the Listing Rules and other Part 6 FSMA rules. We examine how this resource will be structured, and summarise the 11 new procedural and technical notes that have been produced.
Primary Market Bulletin No.3 confirms the end of no names calls to the UKLA
It has been confirmed that the UKLA will no longer provide individual guidance to market participants on a “no names” basis. The new regime for individual guidance, applicable from 1 October 2012, is discussed together with the justifications and reassurances given by the Financial Services Authority.
Inside information: the disclosure of intermediate steps
The European Court of Justice has provided a useful confirmation in a recent case that information regarding the intermediate steps preceding a future event may potentially amount to inside information, which is required to be disclosed immediately. We look at the implications of this decision.
Allocating your purchase price on a business transfer
A recent case has highlighted the importance of correctly allocating the purchase price on a business transfer between the different assets transferred. Our Tax Group explains the key points arising from this case, which will be of interest to all companies carrying out business sales and acquisitions.
The Kay report: tackling short-termism in the UK equity markets
Professor Kay has published his final report setting out a number of steps that could be taken to tackle the problem of short-termism in the UK equity markets. We examine the key recommendations in the report and what can be expected to emerge in response to it.
What's new @Fieldfisher
Fieldfisher expands equity capital markets expertise with the appointment of corporate partner Jonathan Brooks, who joins the firm’s Equity Capital Markets practice on Monday 1 October. Jonathan acts for both companies and advisers on the London Stock Exchange's Main and AIM markets, advising on flotations, secondary issues and takeovers. He has extensive experience advising clients in the energy sector, with a particular focus on mining.
Fieldfisher opened an office in Palo Alto, California this month. The move is part of the firm's strategy to focus on advising businesses that are highly regulated and those with business models driven by IP and technology.
Fieldfisher grows regulatory capability with energy sector team. The firm announced recently the appointment of a three-lawyer regulatory team headed by partner David Haverbeke. David, who specialises in the Energy & Utilities sectors, joins the firm's Brussels office from Lydian where he was head of the energy practice. He will be joined by associates, Wouter Vandorpe and Cathy Suykens.
A team led by corporate partner Anthony Brockbank advised on the placing of new shares in Horizonte Minerals plc, the AIM-quoted exploration and development company focused in Brazil, to raise £5.2 million.
Advised Cognizant on its purchase of the entire issued share capital of Excellence Data Research Limited (an Indian company). Corporate partner Tim Bird led on the deal alongside tax partner Andrew Prowse.
Advised Adeptra Limited on the sale of the company to FICO (NYSE:FICO) for US$115 million. Corporate partner Tim Bee led on the deal, assisted by partners Graeme Nuttall, Mark Gearing, Derek Hill and director James Shaw.
Acted for long standing client EMED Mining on the subscription for new ordinary shares in EMED by Chinese Copper Smelter Yanggu Xiangguang Copper. In addition, acted for EMED on a private placing of new ordinary shares. The placing was made in the UK, Canada and the US with the placing shares listed on AIM and the TSX. Corporate partners Brad Isaac and Dominic Gurney-Champion led on the deals.
Acted for Ceramic Fuel Cells Limited on its fund raising in Europe, Australia and New Zealand. The fundraising was carried out by way of an open offer to shareholders in Europe, a non-renounceable rights issue in Australia and New Zealand and a subscription by a Chinese supplier. Corporate partner Brad Isaac led on the deal.
Dates for the diary
- 1 October 2012: for financial year beginning on or after this date, the amendments to the UK Corporate Governance Code relating to gender diversity take formal effect
- 2 October 2012: Annual general meeting of the Quoted Companies Alliance in London
- October 2012: the European Commission is expected to announce measures giving greater certainty on the extent to which investors may co-operate without acting in concert
- 11 October 2012: AIM Awards at Old Billingsgate, London EC3
- 18 October 2012: Fieldfisher's Technology and Outsourcing Law Crammer. The Crammer® will provide you with an update on the hot topics in the technology law and outsourcing world
- 1 November 2012: implementation of Regulation (EU) No. 236/2012 on short selling and certain aspects of credit default swaps
- December 2-6 2012: Mines & Money Conference, Business Design Centre, London