Capital Markets Update: May 2023

April’s news

Miscellaneous amendments made to the Takeover Code

On 4 April 2023, the Code Committee of the Takeover Panel published its response statement, confirming that it has adopted the Code amendments proposed in PCP 2022/4 but with certain modifications. The changes take effect on 22 May 2023 and will apply to all companies and transactions subject to the Code, including ongoing transactions which straddle that date, except where that would give the amendments retroactive effect.

Response statement on the offer timetable in a competitive situation published

On 4 April 2023, the Code Committee of the Takeover Panel published its response statement confirming the Code amendments that it has adopted relating to the application of the offer timetable in a competitive situation. The changes take effect on 22 May 2023 and will apply to all companies and transactions subject to the Code, including ongoing transactions which straddle that date.

FCA publishes 2023-2024 business plan

On 5 April 2023, the Financial Conduct Authority (FCA) published its Business Plan 2023-24, setting out the FCA’s priorities for the next year. The priorities include: implementing the proposed new regulatory framework, strengthening the UK’s position in the global wholesale markets, prioritising consumers’ needs in the light of the cost of living crisis and reducing and preventing financial crime.

Wolfsberg Group publishes updated Anti-Bribery and Corruption Guidance

On 17 April 2023, the Wolfsberg Group published its updated Guidance: Anti-Bribery and Corruption Compliance Programme. The guidance replaces the 2017 version and advises the financial services industry on how to develop, implement, and maintain an effective anti-bribery and corruption compliance programme.

ICGN reiterates its position regarding post-pandemic AGM practices

On 19 April 2023, the International Corporate Governance Network (ICGN) published a statement which considers the impact that the COVID-19 pandemic has had on shareholder meetings. The ICGN stresses that it is no longer necessary for companies to restrict AGMs to a virtual-only format and advocates a hybrid approach, allowing for both in-person and virtual participation by shareholders.

FRC launches new Webpage

On 19 April 2023, the Financial Reporting Council (FRC) launched a new Webpage providing ‘conversation starters’ for use by investors wishing to engage with audit committees and companies on assurance-related topics.

FRC publishes PEG terms of reference

On 26 April 2023, the FRC published, on behalf of the Pre-Emption Group (PEG), the Pre-Emption Group Terms of Reference. The publication follows a recommendation made by the UK Secondary Capital Raising Review that PEG’s role in guiding best practice on pre-emption disapplications should be enhanced and formalised to allow greater visibility. To promote transparency, the terms of reference outline PEG’s role, membership structure and working practices.

Looking ahead to May 2023

10 May – closing date for responses to the FCA’s discussion paper seeking industry-wide views on sustainability-related governance, incentives and competence in regulated firms.

22 May – amendments to the Takeover Code set out in RS 2022/3 (The offer timetable in a competitive situation) and RS 2022/4 (Miscellaneous Code amendments) take effect.

31 May – FRC deadline for new and renewal applications to become signatories to the UK Stewardship Code.

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