In Consultation Paper 13/15: Enhancing the effectiveness of the listing regime and further consultation (CP13/15), the FCA included a question on changing the rules on cancelling a listing. The FCA set out two options in CP13/15:

  • add a new requirement for premium listed issuers with a controlling shareholder to gain approval from the majority of independent shareholders before seeking to delist; or
  • retain the existing rules on cancellation.

The FCA has now issued an update which states that the FCA’s board will be asked to approve the first option.

If a premium listed company has a controlling shareholder and wishes to apply for a cancellation it would have to both:

  • obtain a majority of at least 75% of the votes attaching to the shares of those voting on the resolution; and
  • gain approval by a majority of the votes attaching to the shares of independent shareholders.

In takeover offer situations, an equivalent requirement based on acceptances will apply, except that when an offeror has acquired or agreed to acquire more than 80% of voting rights, no further approval by independent shareholders is required to cancel the premium listing.

The FCA confirms that the new rules on the UK listing regime are scheduled to be taken to its board for consideration on 1 May 2014. If approved, the new rules are expected to come into force on 16 May 2014.

View FCA set to implement new listing rules in May 2014, 17 April 2014