Listing, Prospectus, Disclosure and Transparency Rules

An introduction to the CREST electronic settlement system and to the holding of shares in CREST.

The Companies Act 2006 (CA 2006) introduced a new regime for the notification of major shareholdings implementing part of the EU Transparency Directive. Part 43 of the CA 2006 amended Part 6 of the Financial Services and Markets Act 2000 (FSMA) to give the Financial Services Authority (FSA) power to make transparency rules. The provisions relating to major shareholding disclosures are contained within chapter 5 of the FSA's Disclosure Rules and Transparency Rules sourcebook (DTR 5). For further details on the provisions of DTR 5 see Practice note, Notification of major shareholdings under the Disclosure Rules and Transparency Rules.  This note compares the notification of major shareholding provisions in the Companies Act 1985 (CA 1985), which were repealed with effect from 20 January 2007, with the provisions in Part 6 of the FSMA and DTR 5. This note refers to the FSA's special Transparency Directive edition of List! originally published on 20 December 2006 but superseded by a revised edition released on 27 April 2007 (TD List). This note also refers to the new rules which came into force on 1 June 2009 and which extended the scope of DTR 5 to include financial instruments that have a similar economic effect to qualifying financial instruments where they relate to a UK issuer. The Companies Act 2006 retained provisions regarding a public company's right to investigate who has an interest in its issued share capital. Further details, see Practice note, Invest

This note outlines the key differences between the eligibility requirements for, and the continuing obligations of, commercial companies with a premium listing of equity shares and those with a standard listing of shares.

A note outlining the requirements under the Disclosure Rules on the preparation and maintenance of insider lists.

Know-how relating to DTR 1, 1A and 1B. Includes links to the underlying rules and links to documents which may help interpretation of the relevant rules.

Know-how relating to DTR 3. Includes links to the underlying rules and links to documents which may help interpretation of the relevant rules.

Know-how relating to DTR 5. Includes links to the underlying rules and links to documents which may help interpretation of the relevant rules.

Know-how relating to DTR 7. Includes links to the underlying rules and links to documents which may help interpretation of the relevant rules.

Please note that these guidelines have now been superseded by new guidelines published in May 2012. For links to the updated guidelines, see Listing Rules: GC100 guidelines updated and republished. The Association of General Counsel and Company Secretaries of the FTSE 100 (GC100) has published its revised set of guidelines to assist members of GC100 in: (1) establishing procedures, systems and controls to ensure compliance with obligations under the Listing Rules and the Disclosure and Transparency Rules); (2) complying with the requirement under the Disclosure Rules to maintain Insider Lists; and (3) implementing procedures to enable compliance with the requirements under the Disclosure Rules for directors and other senior executives to disclose dealings in the company's securities and the requirements of the Listing Rules that dealings must be restricted in accordance with the Model Code. The guidelines replace the initial set of guidelines circulated to members of GC100 two years ago.

These guidelines have been drawn up by the GC100 Listing Rules Working Group to assist members of GC100 to implement procedures for the purposes of complying with the requirements of the Disclosure and Transparency Rules for listed companies to maintain insider lists. These guidelines have been seen by the FSA which has agreed to add the following wording: "The FSA has not reviewed these guidelines but believes that the provision of material of this nature by industry bodies is a helpful initiative". For GC100's guidelines on: Systems and controls, see Practice note, GC100: Listing Rules Guidelines Part I: Guidelines for establishing procedures, systems and controls to ensure compliance with the Listing Rules.   Dealings under the Model Code and disclosure of dealings, see Practice note, GC100: Listing Rules Guidelines Part III: Guidelines on obligations to notify dealings and Model Code compliance.

The Listing Rules require a going concern statement to be included in the annual financial report of certain listed companies.

An overview of the Transparency Rules requirements for publication of interim management statements.

Whenever a UK company with a premium listing of equity shares is involved in an acquisition or disposal of shares or assets, a number of factors must be considered in advising on the transaction and its timetable that do not apply when both parties are private companies or individuals. This note covers the particular issues which arise when either the buyer or seller is a UK public limited company whose equity shares have a premium listing on the Official List and are traded on the main market of the London Stock Exchange. 

This note provides an overview of the Listing Principles, contained in chapter 7 of the Listing Rules.

A summary of the listing requirements and listing application process for a UK company seeking admission to the Official List by the UK Listing Authority and admission to trading by the London Stock Exchange and the prospectus obligations.

This note covers the particular issues involved when a company with a premium listing of equity shares enters into a significant transaction under LR 10.  It deals with the class tests, classification as a class 1 or class 2 transaction and the requirements for announcements and circulars.

This note covers the particular issues involved in a reverse takeover under LR 5.6.

An overview of the FCA's enforcement powers and remedies available when an issuer is in breach of its obligations under the Listing, Prospectus, Disclosure and Transparency Rules.

This note provides access to know-how relating to Chapter 10 of the Listing Rules (LR 10), giving links to the relevant provisions of the Listing Rules and a summary of, and links to, know-how that may assist with the interpretation and understanding of those provisions.

This note provides access to know-how relating to Chapter 15 of the Listing Rules (LR 15), giving links to the relevant provisions of the Listing Rules and a summary of, and links to, know-how that may assist with the interpretation and understanding of those provisions.

This note provides access to know-how relating to Chapter 6 of the Listing Rules (LR 6), giving links to the relevant provisions of the Listing Rules and a summary of, and links to, know-how that may assist with the interpretation and understanding of those provisions.

This note provides access to know-how relating to Chapter 9 of the Listing Rules (LR 9), giving links to the relevant provisions of the Listing Rules and a summary of, and links to, know-how that may assist with the interpretation and understanding of those provisions.

This note summarises the Model Code in the UK Listing Rules. As part of its continuing obligations under the Listing Rules, a company that has a premium listing of equity shares must require compliance with the Model Code (or more rigorous dealing obligations) to restrict the ability of persons discharging managerial responsibilities from dealing in the company's securities.

This note sets out the requirements for the notification of major shareholdings in chapter 5 of the FCA's Disclosure Rules and Transparency Rules (DTR 5).

This note provides access to know-how relating to Chapter 1 of the Prospectus Rules, giving links to the underlying rules and a summary of and links to know-how which may assist with the interpretation and understanding of those rules.

This note provides access to know-how relating to Chapter 3 of the Prospectus Rules, giving links to the underlying rules and a summary of and links to know-how which may assist with the interpretation and understanding of those rules.

This note provides access to know-how relating to Chapter 5 of the Prospectus Rules, giving links to the underlying rules and a summary of and links to know-how which may assist with the interpretation and understanding of those rules.

An outline of the former requirement under the Prospectus Rules for issuers to prepare an annual information update. From 1 July 2012, the Prospectus Rules requirements for annual information updates have been removed by the Prospectus Amending Directive Instrument 2012 (FSA 2012/29).

An outline of the Regulatory Information Services to which issuers must send their regulatory announcements under the Listing, Prospectus, Disclosure and Transparency Rules.

This note considers the requirements for the notification of major shareholdings in chapter 5 of the FCA's Disclosure Rules and Transparency Rules in relation to a rights issue.

An outline of the statutory liability provisions for false or misleading statements, omissions and dishonest delay in published information relating to securities and company reports under section 463 of the Companies Act 2006 and section 90A of the Financial Services and Markets Act 2000 (as amended by the Financial Services and Markets Act 2000 (Liability of Issuers) Regulations 2010 (SI 2010/1192)).

A destination table showing the location of items from the UKLA technical and procedural notes (published or endorsed on or around 7 October 2010) in the new UKLA technical and procedural notes published on 7 December 2012.

This practice note considers when a prospectus is required under the Financial Services and Markets Act 2000, the available exemptions and also when a supplementary prospectus is required. It contains a table towards the end of the note setting out the prospectus requirements for certain corporate transactions including an IPO and various secondary share issues.