On 18 March 2020, the FCA published its latest Primary Market Bulletin (PMB) being a special edition providing key commentary for issuers and market participants in light of the COVID-19 pandemic.
The PMB covers:
- ongoing disclosure under the Market Abuse Regulation (MAR). The FCA is conscious that coronavirus may create challenges in the convening and operation of disclosure committees. However, it continues to expect listed issuers to make every effort to meet their disclosure obligations in a timely fashion;
- market volatility and suspension of trading. The FCA will continue to consider requests from issuers to suspend trading in certain securities. In line with existing rules and practice, the FCA will consider these requests according to its assessment of risks to the smooth operation of the market and the risk of harm to investors. This means it will challenge the need for suspension where it thinks the situation is more appropriately addressed by an announcement to the market;
- the importance of transaction notifications. The FCA expects persons discharging managerial responsibilities (PDMR), and ‘persons (who are) closely associated’, to continue to meet their notification requirements under MAR within the prescribed time frame;
- delays in corporate reporting. The FCA is conscious that coronavirus may create logistical issues when producing accounts for upcoming reporting periods. The FCA expects issuers to put in place contingency plans to minimise these impacts. Such planning could consider, for example, whether there are non-essential parts of their report and their reporting cycle they can deprioritise;
- shareholder meetings. The FCA supports the effective exercise of the rights of shareholders, while recognising that as a result of coronavirus this may need to involve the use of virtual methods. This is particularly relevant in the premium listing category, where various FCA rules require issuers to engage with shareholders on certain matters; and
- corporate transactions and admissions. The FCA will continue reviewing documentation for corporate transactions in line with the established principles set out on its website. Where issuers are looking to carry out urgent transactions they should, in the first instance, engage with their relevant sponsor firm or adviser.