The FCA has published:

  • Feedback Statement 17/3: Feedback Statement to DP17/2 Review of the Effectiveness of Primary Markets: the UK Primary Markets Landscape (FS17/3); and
  • Policy Statement 17/22: Review of the Effectiveness of Primary Markets: Enhancements to the Listing Regime (PS17/22).

In February 2017, the FCA published Discussion Paper 17/2: Review of the Effectiveness of Primary Markets: The UK Primary Markets Landscape (DP17/2). The purpose of DP17/2 was to prompt a broad debate about the effectiveness of UK primary capital markets and how they serve their purpose of providing access to capital for issuers, and investment opportunities for investors. DP17/2 presented four areas for discussion:

  • the current split between standard and premium listing with a focus on an international segment;
  • how to support the growth of science and technology companies;
  • the listing of debt securities and debt multilateral trading facilities; and
  • retail investor access to debt markets.

In FS17/3 the FCA discusses three areas which it feels merit further exploration in light of the opinions expressed in DP17/2 covering:

  • the relative positioning of standard versus premium listing;
  • the provision of patient capital to companies that require long-term investment; and
  • retail access to debt markets.

In PS17/22 the FCA sets out final rules and guidance following Consultation Paper 17/4: Review of the Effectiveness of Primary Markets: Enhancements to the Listing Regime (CP17/4). In CP17/4 the FCA proposed changes to:

  • chapter 6 of the Listing Rules, improving the clarity of eligibility requirements for new applicants seeking a premium listing, and removing an implication that working capital statement requirements are routinely waived;
  • the concessionary routes to premium listing for certain types of applicants;
  • rules on classifying transactions by premium listed issuers, allowing certain types of transactions that would otherwise be classified as a Class 1 transaction, not to be classified as Class 1 without prior consultation with the FCA;
  • in the FCA guidance in instances of a reverse takeover, to remove the presumption of insufficient information which may lead to a suspension.

In PS17/22 the FCA reports that respondents to CP17/4 were generally supportive of the proposals and therefore the FCA has finalised them with a couple of minor amendments to reflect the feedback.

The new rules will come into effect on 1 January 2018.

View FS17/3 and PS17/22: Review of the effectiveness of primary markets, 26 October 2017