In Primary Market Bulletin 64 the FCA focuses on:
- The findings from the FCA’s follow-up review of total voting rights (TVR) disclosures – based on its findings from the review, the FCA highlight the following for issuers:
- Confirm TVR figures clearly: Issuers should ensure disclosures specifically confirm TVR figures in accordance with Disclosure and Transparency Rule (DTR) 5.6.1 R, particularly where these figures are included within a wider announcement.
- Use the correct headline classification where possible: For disclosures that confirm TVR figures, issuers should select, where possible, the applicable headline information classification of regulated information as ‘Total Voting Rights’ in accordance with DTR 6.2.2A R, and DTR 8 Annex 2R.
- Use explicit language when TVR is part of a broader disclosure: Where total voting rights information is included within broader disclosures, issuers may use a headline other than ‘Total Voting Rights’ to reflect the main subject. Provided the disclosure expressly refers to ‘total voting rights’, the information can still be easily located via a keyword search on the NSM, including where the notification is made under DTR 6.2.2 R.
- The FCA’s observations on notifications made by issuers under UK listing rules (UKLR) 7.3 on significant transactions – based on its monitoring of relevant notifications, the FCA highlights the following:
- Disclosing risks to the company (UKLR 7 Annex 2, Part 1, 1.1R(7)): Guidance in UKLR 7.3.5G(2) states a company should consider the nature and circumstances of the transaction and what information is necessary to support shareholder engagement and market transparency. In line with this guidance, risk disclosures should be tailored to the company as a result of the transaction. The risk description should clearly articulate the risk to the company rather than be generic in nature.
- Board statements on best interests (UKLR 7 Annex 2, Part 1, 1.1R (16)): The FCA reminds issuers that they must follow the prescribed text. Bespoke or narrowed wording that dilutes the rule’s intent is not acceptable. The board statement should include the following wording: ‘the transaction is, in the board’s opinion, in the best interests of security holders as a whole.’ This requirement to follow the prescribed text also applies to the fair and reasonable statement in related party transaction notifications under UKLR 8.2.2 R (4).