On 26 March 2018, the Securities and Futures Commission (SFC) published a circular and a report following its second thematic review of sponsors. As with its first thematic review, the SFC found deficiencies in standards of conduct, due diligence practices, and internal systems and controls. Particularly serious deficiencies and instances of non-compliance were found to be prevalent in the sponsor work done for Growth Enterprise Market (GEM) listings. Continue reading
Tag: Listing Rules
On 14 March 2017, the Indonesian Financial Services Authority (Otoritas Jasa Keuangan or “OJK”) issued OJK Rule No. 7/POJK.04/2017 on registration statement documents in public offerings of equity securities, debt securities or sukuk (“OJK Rule No.7”). OJK rule No.7 replaces Bapepam-LK Rule No. IX.C.1.
The key changes introduced by OJK Rule No.7, more fully summarised in this bulletin from our team in Jakarta and Singapore, include:
No preliminary listing agreement required for OJK submission
Simultaneous process for offering more than one type of securities, and
Simplified legal due diligence.
The Singapore Exchange (SGX) has issued a public reprimand to Swiber Holdings Limited (Swiber), an oilfield services firm, on 31 October 2016 (Regulatory Announcement) for failing to provide a balanced and fair project announcement to the market. SGX considered that Swiber had presented more favourable possibilities as certain, or as more probable than was actually the case. In addition, SGX noted that the relevant market announcement by Swiber had failed to disclose certain material conditions which were pre-requisites to the completion of the project.
The Market Abuse Regulation (MAR) and the Criminal Sanctions (Market Abuse) Directive came into application in Europe on 3 July 2016. Various outstanding pieces of secondary legislation were published in the Official Journal shortly before then, and further material has emerged since 3 July. ESMA published final form guidelines in relation to delay in disclosure of inside information and market soundings and an updated MAR Q&A document on 13 July, and on 26 July, its final report on Draft Implementing Technical Standards on sanctions and measures under MAR. Further guidelines are expected later this year.
In our latest update, we discuss the implications of these developments, the secondary legislation under MAR and the changes made to the UK regulatory regime to accommodate it. We also look at some recent enforcement actions in a range of different jurisdictions.
The FCA’s recent fine for breaches of the Listing Rules, principally in respect of failures in systems and controls to identify related party transactions, illustrates the regulator’s focus on:
- systems and controls around related party transactions;
- the need to implement, as well as draw up, policies; and
- the need for training at board and employee level.
The FCA has continued to build on the strong track record of civil and criminal enforcement action against abusive conduct and manipulation, notably in relation to insider dealing and benchmark manipulation. The regulator remains committed to strong enforcement action and credible deterrence, and now benefits from enhanced powers and longer limitation periods to enable it to do so. In addition to numerous high-profile enforcement actions and prosecutions, the FCA has also made public several warning notices and conducted nearly 100 private outcomes. Continue reading
The Dubai Financial Services Authority (“DFSA”) is the independent regulator of all financial and ancillary services conducted through the Dubai International Financial Centre (“DIFC”). In January 2014, the DFSA published Markets Brief No. 6 (“MB6”) which discussed the DFSA’s policy on:
- ongoing market disclosure requirements in relation to dividends and other distributions by Reporting Entities; and
- Connected Persons’ disclosures.
Following a public consultation in 2012, the Singapore Exchange Securities Trading Limited (“SGX”) has implemented new rules for the listing and continuing reporting obligations applicable to mineral, oil and gas (“MOG”) companies on the SGX Mainboard. These new rules took effect on 27 September 2013. There is a transitional period to enable MOG companies that are already listed on the SGX Mainboard to implement compliance with the new continuing reporting obligations in steps over the next six to twelve months, depending on the nature of the obligation, following the effective date. Continue reading
In its first business plan, the FCA promised to continue to treat market abuse as a priority. Last week, the FCA published details of its first successful enforcement action against a high frequency trader, and today, made four further insider dealing arrests, demonstrating the FCA’s commitment to tackle market abuse with at least as much determination as its predecessor. Firms should be considering their response to the many developments in the market abuse regime and where appropriate, making adjustments to policies, procedures, systems and controls. Continue reading
ASX has published its finalised updated guidance on continuous disclosure rules in preparation for release in May. The updated guidance contains even more on immediacy, trading halts, rumour monitoring and announcement triggers. Targets would be well advised to ensure that their defence manuals (and continuous disclosure policies) factor in the new guidance on disclosure and trading halt decisions and processes. To read our more detailed briefing, click here.