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Be PSC Register Ready!

From 6 April 2016, most companies and LLPs will be required to keep a “PSC Register” listing “People with Significant Control”, that is individuals or legal entities who, or which, have significant control over the company or LLP. This is a new, additional duty which applies to UK incorporated companies limited by shares (including dormant … Continue Reading

Takeover Timing

The Takeover Appeal Board has considered the wording in Rule 2.6(d) of the Takeover Code, which deals with the time by which a publicly identified potential offeror, which is in competition with an announced firm offeror, must clarify its intentions in relation to the offeree company. By way of background, on 14 October, Capita plc … Continue Reading

FCA Consults on Changes to the Enforcement Guide

The Financial Conduct Authority has published its eleventh quarterly consultation paper (CP15/42). One of the proposals is to change the FCA’s Enforcement Guide given the FCA’s new power to suspend voting rights for shareholders who do not comply with certain Transparency Directive requirements. The new Transparency Regulations 2015, which amended the Financial Services Markets Act by adding section … Continue Reading

ISS Revised Voting Policy

The Institutional Shareholder Services has published an update to its benchmark voting policy. ISS has confirmed that it will make the following changes to its UK & Ireland Proxy Voting Guidelines to be published in December 2015: “Overboarding”: ISS may issue an adverse recommendation for overboarding if the following guidelines are not met (although a … Continue Reading

Need to (Re)Notify FCA of Home Member State

From 26 November 2015, all issuers must disclose their home Member State to: the competent authority of the Member State where it has its registered office, where applicable the competent authority of the home Member State; and the competent authorities of all host Member States. To assist with this, the European Securities and Markets Authority … Continue Reading

Delay in Disclosure of Inside Information: FCA Consults

The Financial Conduct Authority is proposing to amend its guidance on when an issuer can legitimately delay disclosure of inside information. It is proposing to remove the last sentence in DTR 2.5.5G in order to clarify that issuers may have a legitimate reason to delay disclosure in circumstances other than the non-exhaustive examples set out … Continue Reading

FRC Advice on Financial Reporting

The FRC has published a letter of advice to around 1,200 smaller listed and AIM quoted companies on how to improve annual reports in areas of particular interest to investors. Underpinning the advice is the fact that investors value high quality reporting that is company specific, avoids generic information and gives a meaningful explanation of the … Continue Reading

ISS 2016 Benchmark Policy Consultation

The Institutional Shareholder Services have launched for public comment a number of proposed voting policies for 2016. Comments are due by 9 November and the revised policies will be released on 18 November and will apply to shareholder meetings taking place on or after 1 February 2016. The relevant UK policies are over-boarding; auditors’ fees in … Continue Reading

Going Concern Changes

The Financial Conduct Authority has published a handbook notice which sets out its response to feedback on its earlier quarterly consultation and amends the Listing Rule disclosure provisions regarding “going concern”. The FCA has now introduced a revised version of Listing Rule 9.8.6(3) whereby directors must make statements: about the appropriateness of the decision to adopt … Continue Reading

ESMA Guidelines on APMs

The European Securities and Markets Authority (ESMA) has issued guidelines on Alternative Performance Measures (APMs) for listed issuers. The guidelines set out a common approach towards the use of APMs and are expected to benefit investors and to promote market confidence. An APM is a financial measure of historical or future financial performance, financial position, or … Continue Reading

LSE 2016 Dividend Procedure

The London Stock Exchange has issued its 2016 Dividend Procedure timetable which applies to both listed companies and those trading on AIM. The key changes from the 2015 Timetable are as follows (extracts shown): The Basic Principle If a dividend is to be made ex, the dividend must be declared via a PIP or notified … Continue Reading