Welcome to October’s edition of Capital Markets Update, the monthly briefing from the Corporate Group at Walker Morris rounding up the previous month’s regulatory developments within the equity capital markets and looking ahead to future developments.
September’s news
Final publication of LIBOR
On 5 September 2024, the Financial Conduct Authority (FCA) issued a final reminder to firms about the end of 1-, 3- and 6-month synthetic US dollar LIBOR settings, which ceased permanently after their final publication on 30 September 2024. The FCA notes that cessation of the last remaining LIBOR settings is the final milestone in the transition away from LIBOR and marks the end of LIBOR overall.
First reading for LCIC bill
On 5 September 2024, the Listed Investment Companies (Classification etc) Bill 2024-25 had its first reading in the House of Lords. The Bill is a private members’ Bill and relates to listed closed-ended investment companies (LCICs). It requires the FCA, Pensions Regulator and any other relevant regulator to be governed by specified characteristics and classification of LCICs when making rules, guidance, directions etc, and when interpreting legislation, relevant to LCICs.
FCA sets out priorities for the remainder of 2024
On 6 September 2024, the FCA set out its priorities for capital market reforms over the next few months. Having implemented the UK listing regime in July 2024, the FCA will now engage with the industry to change the rules on the disclosures required from companies when seeking to admit securities to a regulated market. The FCA also said it will work together with Government to create an intermittent trading venue for private companies wishing to go public temporarily, also known as the Private Intermittent Securities and Capital Exchange System.
Takeover Panel publishes annual report and accounts
On 9 September 2024, the Takeover Panel issued Panel Statement 2024/22 announcing the publication of its Annual Report and Accounts for the year ended 31 March 2024.
Government provides update on implementation of new merger control regime
On 9 September 2024, Government issued a Written Statement setting out its plans for the implementation of the Digital Markets, Competition and Consumers Act 2024. Government recognises the importance of implementing the Act as soon as possible and aims to commence Parts 1, 2 and 5 in December 2024 or January 2025 with the rest to follow by April 2025.
LSE publishes 2025 dividend procedure timetable
On 13 September 2024, the London Stock Exchange (LSE) published Market Notice N08/24, announcing its Dividend Procedure Timetable 2025. The latest Dividend Procedure Timetable sets out a series of ex-dividend dates for 2025, its associated record date and the corresponding latest announcement date.
TNFD endorses the use of cross-reference tables in corporate reporting
On 16 September 2024, the Taskforce on Nature-related Financial Disclosures (TNFD) signalled its support for the use of cross-reference tables in corporate reporting to help simplify and streamline the presentation of TNFD-aligned recommended disclosures in existing voluntary or mandatory corporate reporting. The announcement responds to market calls for greater streamlining of corporate reporting and reflects existing market practice.
Listing transactions over Christmas and New Year
On 17 September 2024, the FCA published details of its approach to listing transactions over the Christmas and New Year period 2024/25. This includes changes to the FCA’s standard turnaround times for reviewing documents and guidance requests, as well as the process for listing applications hearings. Advisers are encouraged to contact the FCA early about any time-critical matters that may be affected.
Duty to report on payment practices and performance
On 19 September 2024, the Department for Business and Trade published updated guidance to reporting on payment practices and performance. The guidance is for companies that must comply with the statutory reporting duty for payment practices and performance in relation to financial years beginning on or after 6 April 2017. The guidance includes an update to the meaning of ‘balance sheet total’ which is used to determine whether a company is caught by the reporting requirements.
Annual review of corporate reporting
On 24 September 2024, the FRC published Annual Review of Corporate Reporting 2023/24, setting out findings from its monitoring of UK corporate reporting during the year ended 31 March 2024. The review identifies areas for improvement and outlines the FRC’s key expectations for the 2024/25 reporting season.
FCA publishes Primary Market Bulletin 51
On 24 September 2024, the FCA published Primary Market Bulletin 51, its newsletter for primary market participants. The bulletin sets out changes made to its formal guidance contained in Technical Notes in the Knowledge Base to reflect the new listing regime in force from 29 July 2024.
Companies House guidance on financial penalties
On 27 September 2024, Companies House published guidance on its approach to financial penalties under the Economic Crime and Corporate Transparency Act 2023 (Financial Penalty) Regulations 2024 which came into force on 2 May 2024. The guidance includes details of when Companies House can issue financial penalties, warning notices and how companies can make representations.
Looking ahead to October 2024
18 October – closing date for responses to FCA consultations on: (a) a new framework for admissions to trading on regulated markets; and (b) rules governing platforms that will facilitate public offers outside public markets.
28 October – closing date for FRC consultation on updated Guidance on the Going Concern Basis of Accounting and Related Reporting.
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Capital Markets Update: October 2024
2nd October 2024
Welcome to October’s edition of Capital Markets Update, the monthly briefing from the Corporate Group at Walker Morris rounding up the previous month’s regulatory developments within the equity capital markets and looking ahead to future developments.
September’s news
Final publication of LIBOR
On 5 September 2024, the Financial Conduct Authority (FCA) issued a final reminder to firms about the end of 1-, 3- and 6-month synthetic US dollar LIBOR settings, which ceased permanently after their final publication on 30 September 2024. The FCA notes that cessation of the last remaining LIBOR settings is the final milestone in the transition away from LIBOR and marks the end of LIBOR overall.
First reading for LCIC bill
On 5 September 2024, the Listed Investment Companies (Classification etc) Bill 2024-25 had its first reading in the House of Lords. The Bill is a private members’ Bill and relates to listed closed-ended investment companies (LCICs). It requires the FCA, Pensions Regulator and any other relevant regulator to be governed by specified characteristics and classification of LCICs when making rules, guidance, directions etc, and when interpreting legislation, relevant to LCICs.
FCA sets out priorities for the remainder of 2024
On 6 September 2024, the FCA set out its priorities for capital market reforms over the next few months. Having implemented the UK listing regime in July 2024, the FCA will now engage with the industry to change the rules on the disclosures required from companies when seeking to admit securities to a regulated market. The FCA also said it will work together with Government to create an intermittent trading venue for private companies wishing to go public temporarily, also known as the Private Intermittent Securities and Capital Exchange System.
Takeover Panel publishes annual report and accounts
On 9 September 2024, the Takeover Panel issued Panel Statement 2024/22 announcing the publication of its Annual Report and Accounts for the year ended 31 March 2024.
Government provides update on implementation of new merger control regime
On 9 September 2024, Government issued a Written Statement setting out its plans for the implementation of the Digital Markets, Competition and Consumers Act 2024. Government recognises the importance of implementing the Act as soon as possible and aims to commence Parts 1, 2 and 5 in December 2024 or January 2025 with the rest to follow by April 2025.
LSE publishes 2025 dividend procedure timetable
On 13 September 2024, the London Stock Exchange (LSE) published Market Notice N08/24, announcing its Dividend Procedure Timetable 2025. The latest Dividend Procedure Timetable sets out a series of ex-dividend dates for 2025, its associated record date and the corresponding latest announcement date.
TNFD endorses the use of cross-reference tables in corporate reporting
On 16 September 2024, the Taskforce on Nature-related Financial Disclosures (TNFD) signalled its support for the use of cross-reference tables in corporate reporting to help simplify and streamline the presentation of TNFD-aligned recommended disclosures in existing voluntary or mandatory corporate reporting. The announcement responds to market calls for greater streamlining of corporate reporting and reflects existing market practice.
Listing transactions over Christmas and New Year
On 17 September 2024, the FCA published details of its approach to listing transactions over the Christmas and New Year period 2024/25. This includes changes to the FCA’s standard turnaround times for reviewing documents and guidance requests, as well as the process for listing applications hearings. Advisers are encouraged to contact the FCA early about any time-critical matters that may be affected.
Duty to report on payment practices and performance
On 19 September 2024, the Department for Business and Trade published updated guidance to reporting on payment practices and performance. The guidance is for companies that must comply with the statutory reporting duty for payment practices and performance in relation to financial years beginning on or after 6 April 2017. The guidance includes an update to the meaning of ‘balance sheet total’ which is used to determine whether a company is caught by the reporting requirements.
Annual review of corporate reporting
On 24 September 2024, the FRC published Annual Review of Corporate Reporting 2023/24, setting out findings from its monitoring of UK corporate reporting during the year ended 31 March 2024. The review identifies areas for improvement and outlines the FRC’s key expectations for the 2024/25 reporting season.
FCA publishes Primary Market Bulletin 51
On 24 September 2024, the FCA published Primary Market Bulletin 51, its newsletter for primary market participants. The bulletin sets out changes made to its formal guidance contained in Technical Notes in the Knowledge Base to reflect the new listing regime in force from 29 July 2024.
Companies House guidance on financial penalties
On 27 September 2024, Companies House published guidance on its approach to financial penalties under the Economic Crime and Corporate Transparency Act 2023 (Financial Penalty) Regulations 2024 which came into force on 2 May 2024. The guidance includes details of when Companies House can issue financial penalties, warning notices and how companies can make representations.
Looking ahead to October 2024
18 October – closing date for responses to FCA consultations on: (a) a new framework for admissions to trading on regulated markets; and (b) rules governing platforms that will facilitate public offers outside public markets.
28 October – closing date for FRC consultation on updated Guidance on the Going Concern Basis of Accounting and Related Reporting.
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