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Capital Markets Update – March 2022

Welcome to the current 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.

February’s news

Takeover Panel announces consultation on Takeover Code amendments

On 7 February 2022, the Takeover Panel announced a consultation which proposes the removal of the restriction in Rule 4.2(b) Takeover Code. This rule prohibits a bidder and any concert party from acquiring an interest in target securities through an anonymous order book or any other means during the offer period unless it can be established that the counterparty to the transaction is not an exempt principal trader connected with the bidder. Responses are requested by 18 March 2022.

Glass Lewis launches new company ESG scores

On 7 February 2022, Glass Lewis, announced the launch of new ESG scores and data to better inform investors in relation to voting and engagement decisions. The information is collected in advance of a public company’s annual general meeting, and includes a Board Accountability Score, an ESG transparency score, an ESG targets and alignments score, and, for specific companies, a climate risk mitigation score.

Takeover Panel announces changes to Practice Statement 20

On 9 February 2022, the Takeover Panel announced amendments to Practice Statement No 20 on Rule 2 of the Takeover Code which deals with possible offer announcements and pre-announcement responsibilities. The amendments primarily relate to the circumstances in which the Panel Executive should be consulted about whether an announcement is required by Rule 2.2 when there has been an untoward movement in the target’s share price. The revised version of the practice statement is effective immediately.

Listing transactions over Easter 2022

On 9 February 2022, the Financial Conduct Authority (FCA) published changes to the FCA’s standard turnaround times for reviewing documents and guidance requests during the Easter period, as well as the process for listing applications.

Reform of the UK funds regime

On 10 February 2022, Government published the feedback received on its request for input on the wider review of the UK funds’ regime announced in the 2020 Budget. The review aims to consider reforms that will enhance the UK’s attractiveness as a location for asset management and funds in particular.

Guidance published on mandatory climate-related financial disclosures

On 21 February 2022, the Department for Business, Energy and Industrial Strategy (BEIS) published guidance on the new mandatory climate-related financial disclosures by publicly quoted companies, large private companies and LLPs. This non-binding guidance aims to assist in-scope entities understand how to meet new mandatory climate-related financial disclosure requirements under the Companies (Strategic Report) (Climate-related Financial Disclosure) Regulations 2022 which were made on 17 January 2022.

BEIS publishes first FTSE Women Leaders Review

On 22 February 2022, BEIS published the first FTSE Women Leaders Review. The FTSE Women Leaders Review is an independent, business-led framework supported by Government, which monitors and sets recommendations in respect of women’s representation on the boards of and in senior leadership positions within FTSE 350 companies.

PLSA publishes 2022 Stewardship Guide and Voting Guidelines

On 23 February 2022, the Pensions and Lifetime Savings Association (PLSA) published its 2022 Stewardship Guide and Voting Guidelines.

FCA publishes PMB 38

On 25 February 2022, the FCA published Primary Market Bulletin 38, its newsletter for primary market participants.

FCA technical note on climate-related disclosures published

On 25 February 2022, the FCA published the final text of its technical note, TCFD aligned climate-related disclosure requirements for listed companies.

Government publishes details of corporate transparency and register reform

On 28 February 2022, Government published its white paper on Corporate transparency and register reform which sets out its plans to reform Companies House and to increase the transparency of UK corporate entities.

Looking ahead to March 2022

1 March – closing date for comments on FRED 79 which proposes no amendments to FRS 101 as a result of the FRC’s annual review.

1 March – new exemptions from the FCA’s inducement rules relating to research which were set out in Policy Statement 21/20 apply from this date.

9 March – closing date for responses to HM Treasury’s consultation paper on amendments to financial promotion exemptions for high-net-worth individuals and sophisticated investors.

10 March – Money Laundering and Terrorist Financing (Amendment) (EU Exit) Regulations 2020 come fully into force.

18 March – closing date for responses to the Takeover Panel’s consultation on the removal of the restriction on anonymous order book dealings.

23 March – closing date for responses to the FCA’s consultation on proposals to strengthen its financial promotion rules and guidance for high-risk investments including cryptoassets.

25 March – Government intends that the Commercial Rent (Coronavirus) Bill will be enacted by this date.

31 March – tapering measures restricting the use of winding up petitions under the Corporate Insolvency and Governance Act 2020 (Coronavirus) (Amendment of Schedule 10) Regulations 2021 come to an end.

For further information or advice please do not hesitate to contact one of our experts.

Read February’s Capital Markets Update here.

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