Prospectus Regulation – final amendments to Delegated Regulations published

The European Commission has published final versions of two regulations that amend and correct two Delegated Regulations under the Prospectus Regulation. The two amending regulations, drafts of which were published in June 2020 (see our June post on them here), are: Regulation EU/2020/1273 which amends Regulation EU/2019/980 (Format, content, scrutiny and approval of prospectuses). This … Read more

Extension of temporary relaxations under Pre-emption Group Guidelines

The Pre-Emption Group (PEG) has announced that it is extending the temporary additional flexibility under the pre-emption guidelines in light of Covid-19. In April 2020, it announced that it was recommending that investors, on a case-by-case basis, consider supporting placings by companies of up to 20% of their issued share capital over a 12-month period … Read more

Proposed relaxations to the prospectus regime

The EU Commission has announced some proposed temporary changes to the Prospectus Regulation in light of the Covid-19 pandemic. Changes that would be introduced by the draft regulation include: the creation of an EU Recovery Prospectus, which is a short-form prospectus that can be used for secondary offerings by issuers who have been admitted to … Read more

Company censured for breaches of the AIM Rules

The London Stock Exchange has censured and fined Yü Group plc £300,000 for failing to maintain effective controls to enable compliance with the AIM Rules and for announcing inaccurate information to the market. During the course of the first half of its financial year to 31 December 2018, the company made a number of forecasts … Read more

Latest FCA Primary Market Bulletin

The Financial Conduct Authority (FCA) has published the 30th edition of its Primary Market Bulletin (PMB). Topics covered in the PMB include: PDMR dealing notifications – It reminds persons discharging managerial responsibilities (PDMRs) of the importance of notifying dealings under the Market Abuse Regulation (MAR). This follows its first enforcement action for breach of the … Read more

Covid-19 – latest developments for corporate practitioners

The following guidance and materials may be of interest to companies in light of the Covid-19 pandemic. Corporate reporting FRC thematic review – The Financial Reporting Council (FRC) has published a thematic review on the financial reporting effects of Covid-19. The report seeks to provide guidance for companies when preparing their annual and interim financial … Read more

ESMA guidelines on disclosure requirements

The European Securities and Markets Authority (ESMA) has published the final Guidelines on disclosure requirements under the Prospectus Regulation (ESMA31-62-1426). The Guidelines are intended help market participants comply with the disclosure requirements under the Prospectus Regulation regarding the format and content of prospectuses. The Guidelines, which replace the ESMA Update to the CESR recommendations under … Read more

Consolidated corporate update January to June 2020

This half-yearly update briefing summarises the major developments in UK corporate law and regulation which have occurred over the last six months and which will be of relevance to UK listed companies. Please click here to see the briefing.   Read more

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