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Capital Markets Update – April 2019

Business Meeting 10 Print publication

04/04/2019

March’s news

FCA publishes Handbook Notice 63

On 1 March 2019, the Financial Conduct Authority (FCA) published Handbook Notice 63 updating the FCA Handbook to reflect legislative changes that took place in January and February 2019.

Guidelines on standardisation of the remuneration report

On 1 March 2019 the European Commission published for consultation its proposed non-binding guidelines on the standardised presentation of the remuneration report under the Shareholder Rights Directive. The consultation period was very short and closed on 21 March 2019.

Takeover Panel publishes response statements on asset valuations and Brexit

On 6 March 2019, the Takeover Panel published Panel Statement 2019/4 setting out amendments to the Takeover Code in relation to asset valuations and the UK’s withdrawal from the EU.

Admission and Disclosure Standards

On 7 March 2019 the London Stock Exchange published its proposed changes to its Primary Markets Rulebooks in the event of a no deal Brexit.

Government confirms new financial Regulator

On 11 March 2019 the Government issued a press release confirming that the Financial Reporting Council will be replaced by a new regulator called the Audit, Reporting and Governance Authority. At the same time it announced a consultation into other aspects of the Kingman review.

Prospectus Regulation: Commission publishes final draft of delegated regulation

On 14 March 2019 the Commission published the final draft text of its delegated regulation supplementing the new Prospectus Regulation regarding the format, content, scrutiny and approval of prospectuses.

Gender diversity in the FTSE 350

On 15 March 2019 the Investment Association announced that, together with the Hampton-Alexander Review, it had written to 69 of the FTSE 350 companies which have no, or just one, woman on their board, outlining concerns about the lack of gender diversity.

LSE confirms changes to Rulebook

On 15 March 2019 the London Stock Exchange issued Market Notice NO6/19 confirming changes to the Rulebook which remove the restriction on the self-clearing of agency business and clarify the requirements for off order book on LSE trades.

Takeover Code amended to omit references to UKLA

On 25 March 2019 the Takeover Panel announced the publication by the Code Committee of Instrument 2019/2 which amends the Takeover Code by replacing references to UKLA and UKLA Rules with FCA and FCA Handbook respectively. The amendments take effect on 1 April 2019.

ESMA publishes Q&A on Prospectus Regulation

On 27 March the European Securities and Markets Authority (ESMA) published a Q&A document relating to the new Prospectus Regulation ((EU) 2017/1129), the purpose of which is to promote a consistent approach and day-to-day application of the regulation. Topics covered include: the scope of the grandfathering of prospectuses approved by member states; and the process of updating information included in registration documents and universal registration documents.

ESMA publishes advice on information content of documents under the Prospectus Regulation

Under the new Prospectus Regulation ((EU) 2017/1129), issuers may offer securities in connection with takeovers, mergers or divisions without publishing a prospectus, provided that a document is made available to investors describing the transaction and its impact on the issuer. On 29 March 2019, ESMA published technical advice on the minimum information content of such documents.

Financial Conduct Authority publishes Handbook Notice 64

On 29 March 2019 the Financial Conduct Authority (FCA) published Handbook Notice 64  which brings together the various changes made to the FCA Handbook throughout February and March. It also issued a Press Release setting out final guidance and rules that will apply if the UK leaves the European Union without a deal or implementation period.

Looking ahead to April 2019

1 April 2019 – amendments to the Takeover Code take effect in relation to asset valuations, the discontinuance of UKLA and the reference to general meetings in Rule 9.1.

4 April 2019 – deadline for large private companies and those in the voluntary sector to report their gender pay gap.

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