Draft Regulation for the takeover exemption

The European Commission has published for consultation a draft Delegated Regulation and Annex setting out the information that companies must disclose in an “exemption document” when relying on the exemption under the Prospectus Regulation from the requirement to publish a full prospectus when offering securities in connection with a takeover (PR Art 1(4)(g)). Under the … Read more

Proposed amendments to Delegated Regulations and guidance on prospective financial information

The European Commission has published draft regulations to amend and correct two Delegated Regulations made under the Prospectus Regulation, and the Institute of Chartered Accountants in England and Wales (ICAEW) has published guidance for issuers when preparing prospective financial information. Amendments to Delegated Regulations under the Prospectus Regulation Format, content, scrutiny and approval of prospectuses … Read more

ESMA consultation on the EU SME growth market regime

The European Securities and Markets Authority (ESMA) has published a press release and consultation on the Small and Medium-sized enterprises (SME) growth market regime in the EU. In the UK, AIM is designated as an SME growth market. Possible amendments to the regime SME growth markets were established under the Markets in Financial Instruments Directive … Read more

COVID-19 – latest developments for corporate practitioners

Further additional guidance for companies has been published in light of the impact of the COVID-19 pandemic. Company meetings and other corporate actions Shareholder meetings – The Department for Business, Energy and Industrial Strategy (BEIS) and the Financial Reporting Council (FRC) have published a Q&A document on AGMs and other general meetings. The government announced in … Read more

COVID-19 – latest developments for corporate practitioners

In light of the widespread impact of COVID-19, various pieces of guidance have been published which companies should be aware of. FCA statement on share issuances The Financial Conduct Authority (FCA) has issued a Statement of Policy to assist companies looking to raise new share capital in response to the COVID-19 crisis. Smaller share issues … Read more

COVID-19 – latest developments for corporate practitioners

In light of the widespread impact of COVID-19, various pieces of guidance have been published which companies should be aware of. Company meetings and other corporate actions Dividends – The London Stock Exchange (LSE) has published guidance in Market Notice N07/20 on payment dates under the 2020 Dividend Procedure Timetable. The Dividend Procedure Timetable says … Read more

Updated ESMA Q&A on the Prospectus Regulation

The European Securities and Markets Authority (ESMA) has published an updated version of its Questions and Answers on the Prospectus Regulation (ESMA/2019/ESMA31-62-1258). The Prospectus Regulation (EU/2017/1129) came into full force in July 2019 (see our blog post here). There are two new Q&A in relation to summaries contained in prospectuses: the number of additional pages that can be … Read more

Brexit – the impact on corporate law of the UK leaving the EU

The UK ceased to be a member of the EU at 11pm on 31 January 2020. The impact for corporate practitioners will be limited until 30 December 2020 when the transition/implementation period expires (unless extended). Key point to note are: References to the EU – As the UK is no longer a Member State of the … Read more

Changes to MAR and PR for issuers on SME growth markets

The Market Abuse Regulation (MAR) and Prospectus Regulation (PR) have been amended for issuers on SME growth markets. In the UK, AIM is an SME growth market and so the changes are relevant to all issuers on AIM. The amendments (made by Regulation (EU) 2019/2115) are intended to reduce the administrative burden for issuers on … Read more