As expected, the FSA has published rule amendments to implement a new listing regime. This will allow UK companies to apply for listing on the same, less onerous, basis as is available to overseas companies, with immediate effect. Other changes which are intended to clarify the listing regime and ensure a level playing field for all issuers, regardless of place of incorporation, will become effective in April 2010. The FSA’s further Policy Statement on the changes is expected to be published on 2 October. We will be reporting further on the changes once this Policy Statement is available.
Principal Amendments
The principal amendments are as follows.
- With effect from 6 October 2009, secondary listing will be available to UK incorporated companies: Companies with a “secondary” listing need only comply with the minimum standards required by EU legislation and not the additional rules that apply to UK companies or overseas companies with a “primary” listing (e.g. the requirement for a three-year track record and a sponsor on admission to listing; continuing obligations regarding substantial and related party transactions). Currently UK-incorporated companies must have a primary listing, and secondary listing is only available to overseas companies. The FSA has stated that this amendment is being made earlier than the other changes as there was some demand for it from a small number of issuers with specific capital-raising needs.
Secondary listing will offer an alternative to a quotation on AIM for UK companies that do not meet the eligibility requirements for a primary listing.
- With effect from 6 April 2010, “primary” and “secondary” listing will be redesignated as “premium” and “standard” listing. A premium listing will be available to equity securities of commercial companies, closed ended investment funds and open ended investment companies. Any other listing will be a standard listing.
- Overseas companies which have a premium listing will be required to "comply or explain" against the Combined Code (rather than the corporate governance requirements of their country of incorporation).
Further information
The Listing Rules Sourcebook (Amendment No 3) Instrument 2009, setting out the changes to the Glossary and the Listing Rules and showing the changes proposed to the existing rules, is available at http://fsahandbook.info/FSA/handbook/LI/2009/2009_54.pdf.
The FSA’s Handbook Notice No 92, announcing the making of the changes, is available at http://www.fsa.gov.uk/pubs/handbook/hb_notice92.pdf.
