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ESMA publishes updated Q&As on the Prospectus Regulation

On 13 October 2022, the European Securities and Markets Authority published updated questions and answers (Q&As) on the Prospectus Regulation. The Q&As now include Question 15.9:  Prospectus exemption in connection with a takeover by means of an exchange offer.… Continue Reading

FCA updates webpage on DP22/2: Primary Markets Effectiveness Review: Feedback to the discussion of the purpose of the listing regime and further discussion

On 17 August 2022, the Financial Conduct Authority (FCA) updated their webpage on Discussion Paper 22/2: Primary Markets Effectiveness Review: Feedback to the discussion of the purpose of the listing regime and further discussion. The webpage has updated the section on ‘Next steps’ noting that the period for commenting on the Discussion Paper has closed … Continue Reading

ESMA public statement – Prospectus supervision in the context of EU sanctions connected to Russia’s invasion of Ukraine

On 7 July 2022, the European Securities and Markets Authority (ESMA) issued a public statement on prospectus supervision in the context of EU sanctions connected to Russia’s invasion of Ukraine. The statement alerts stakeholders to the European Commission’s FAQs, which cover the scope and implementation of EU sanctions and concerns whether there is sufficient legal … Continue Reading

FCA planning reform of the listing regime to boost growth and competitiveness

On 26 May 2022, the FCA published Discussion Paper 22/2 ‘Primary Markets Effectiveness Review: Feedback to the discussion of the purpose of the listing regime and further discussion’ (DP22/2). DP22/2 will be of interest to, among others, listed companies and exchanges or venue operators. DP22/2 follows the publication of Policy Statement 21/22, which introduced new … Continue Reading

IOSCO report on issues and considerations of market data in secondary equity markets

On 28 April 2022, the International Organization of Securities Commissions (IOSCO) published a report setting out some issues and considerations for regulators when reviewing the regulation of market data. The report provides feedback on IOSCO’s earlier consultation report ‘Market Data in the Secondary Equity Market’ and offers the following considerations that regulators may find helpful … Continue Reading

ESMA final report: Review of certain aspects of the Short Selling Regulation

On 4 April 2022, the European Securities and Markets Authority (ESMA) published its final report on the review of certain aspects of the Short Selling Regulation (SSR). The final report: Contains empirical analysis of the impacts of the short selling bans imposed during the COVID-19 pandemic and proposes legislative amendments to provisions that govern emergency … Continue Reading

Primary Market Bulletin 39

On 23 March 2022, the FCA published Primary Market Bulletin 39. In this edition, the FCA have announced the removal of the temporary measures that were imposed in 2020 which allowed delayed annual and interim financial reporting. The FCA will also be rescinding the temporary measures in regards to working capital statements and general meetings. … Continue Reading

ESMA statement on how to report the NSPs under the new reporting threshold of 0.1%

On 26 January 2022, the European Securities and Markets Authority (ESMA) published a statement clarifying how to report net short positions (NSPs) between 28 to 31 January 2022 when the reporting threshold changes from 0.2% to 0.1%. The European Commission adopted the decision to permanently lower the threshold from 0.2% to 0.1% on 27 September … Continue Reading

FCA statement – Supervisory flexibility on the short selling indicator

On 13 January 2022, the FCA issued a new web page stating that it is putting in place temporary measures for the reporting of the short selling indicator in transaction reports while it considers changes to the UK transaction reporting regime. Transaction reports submitted to the FCA under UK MiFIR must contain a designation to … Continue Reading

FCA Primary Market Bulletin 37

On 9 December 2021, the FCA published Primary Market Bulletin 37. In this edition the FCA: Covers the implementation of postponed rules that require issuers to publish their annual financial reports in a structured format. Explains the importance of adequate business continuity procedures for Primary Information Providers (PIPs) and suggest issuers may want to consider … Continue Reading

Primary Market Effectiveness Review: Feedback and final changes to the Listing Rules (PS21/22)

On 2 December 2021, the Financial Conduct Authority (FCA) published Policy Statement 21/22 ‘Primary Market Effectiveness Review: Feedback and final changes to the Listing Rules’ (PS21/22). In PS21/22 the FCA provides feedback to the comments received on Consultation Paper 21/21 ‘Primary Markets Effectiveness Review’ (CP21/21) and sets out final rules. In CP21/21 the FCA sought … Continue Reading

Primary Market Bulletin 36

On 15 November 2021, the FCA issued a special edition of its Primary Market Bulletin. The Bulletin focusses on the introduction of specific Task Force on Climate-related Financial Disclosures (TCFD) aligned climate-related disclosure requirements for listed companies and sets out the FCA’s disclosure expectations and supervisory strategy. This includes an important consultation on the addition … Continue Reading

FCA consults on proposals to boost disclosure of diversity on listed company boards and executive committees

On 28 July 2021, the FCA published Consultation Paper 21/24: Diversity and inclusion on company boards and executive committees (CP21/24). The key proposals in CP21/24 include: The FCA wants to change the Listing Rules to require, as an ongoing listing obligation, issuers that are in scope (see below) to disclose publicly in their annual financial … Continue Reading

FCA CP21/21: Primary Markets Effectiveness Review

On 5 July 2021, the FCA published Consultation Paper 21/21: Primary Markets Effectiveness Review (CP21/21). In CP21/21 the FCA discusses the functioning of the listing regime so that it can better understand the purpose and value to both issuers and investors of listing. This will provide input to how the FCA can improve the listing … Continue Reading

ESMA proposes lowering the reporting threshold for net short positions to 0.1% on a permanent basis

On 20 May 2021, the European Securities and Markets Authority (ESMA) made a recommendation to the European Commission to permanently lower the threshold to notify net short positions on shares to Member State national competent authorities from 0.2% to 0.1%. The Commission may adopt a delegated act modifying the notification threshold in Article 5(2) of … Continue Reading

ESMA updates its Q&As relating to the Prospectus Regulation

On 5 May 2021, the European Securities and Markets Authority (ESMA) updated its Q&As on the Prospectus Regulation. ESMA has added three new Q&As that provide clarification on: The application of Article 4(1) of the CRA Regulation to credit rating disclosure in prospectuses. How to determine the home Member State in the context of global … Continue Reading

ESMA updates its Q&As relating to the Prospectus Regulation

On 31 March 2021, the European Securities and Markets Authority (ESMA) updated its Q&As on the Prospectus Regulation. ESMA has added four new Q&As that seek to clarify: The application of the exemption in Article 1(5)(b) of the Prospectus Regulation in a situation concerning non-transferable securities. The application of the Prospectus Regulation where shares can … Continue Reading

Primary Market Bulletin 33

On 29 March 2021, the FCA published issue 33 of Primary Market Bulletin. In this issue the FCA covers: Brexit-related changes for EEA audit firms. Information on Short Selling Regulation notification compliance. Recent enforcement action. The new online portal for submitting major shareholdings notifications which went live on 22 March 2021. The FCA also covers … Continue Reading

ESMA guidelines on disclosure requirements under the Prospectus Regulation

On 4 March 2021, the European Securities and Markets Authority (ESMA) published guidelines that are based on Article 20(12) of the Prospectus Regulation and Article 16(1) of the ESMA Regulation. The guidelines apply to Member State competent authorities and market participants and are intended to establish consistent, efficient and effective supervisory practices among Member State … Continue Reading

IOSCO work programme 2021/22

On 26 February 2021, the International Organisation of Securities Commissions (IOSCO) published its work programme for 2021/2022. Ashley Alder, Chair of the IOSCO Board, said: “In 2020, our agenda was dominated by the response to COVID-19 induced market stresses. IOSCO has actively taken steps to address potential financial stability risks including a particular focus on … Continue Reading

ESMA – languages accepted for scrutiny of the Prospectus and translation requirements for summaries

On 29 January 2021, the European Securities and Markets Authority (ESMA) published a table designed to facilitate the passporting of prospectuses and provide transparency for market participants regarding the use of languages by different competent authorities: Languages accepted for scrutiny of the prospectus. This shows the languages that each national competent authority accepts when acting … Continue Reading
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