On 8 June 2018, the FCA finalised new rules creating a new category within its premium listing regime to cater for companies controlled by a shareholder that is a sovereign country.
The new rules will be of interest to:
- companies listed in and considering listing in the UK;
- firms advising listed companies, sponsors, institutions offering depositary services and their advisers; and
- firms or persons investing in or dealing in UK-listed securities, or advising on these investments.
The new rules follow an FCA consultation in July 2017 (Consultation Paper 17/21: Proposal to create a new premium listing category for sovereign controlled companies). In this consultation the FCA reported that its experience from listing applications by sovereign controlled companies was that two particular parts of the premium listing requirements – the requirement for a controlling shareholder agreement and advance approval of transactions with the sovereign – can present practical obstacles to some sovereign controlled companies.
The FCA’s rules for the new category contain a small number of modifications to the premium listing rules. There are two key amendments. First, there will not be a requirement for a controlling shareholder agreement. Second, there will not be a requirement for an advance sponsor opinion or advance approval by independent shareholders of certain transactions with the sovereign or its associates.
Issuers will be able to seek admission to the new category from 1 July 2018 when the rules establishing the new category come into force. Issuers who wish to obtain a listing under the category (or their sponsor) should contact the FCA’s Listing Transactions department.