The Listing Regime has recently been reviewed with the purpose of ensuring that there is greater clarity of the Regime’s structure and the obligations on issuers under it.
This is so investors can make more informed investment decisions, and issuers have appropriate flexibility over how they would like to raise capital.
The following changes to the Listing Regime will be made, effective from 6 April 2010 to:
- restructure the regime into two segments, Premium and Standard:
- Premium indicates the more stringent super-equivalent standards; and
- Standard indicates EU minimum standards.
- strengthen the corporate governance standards for overseas companies by requiring overseas companies with a Premium Listing of equity shares to ‘comply or explain’ against the UK Combined Code and to offer pre-emption rights (see below for transitional provisions that may apply);
- require overseas companies with a Standard Listing of shares or global depository receipts (GDRs) to comply with the EU Company Reporting Directive which requires them, amongst other things, to provide a corporate governance statement and to describe their internal control and risk management systems’ main features; and
- make the Standard Listing segment, currently only for overseas companies, available to UK companies (effective from 6 October 2009) to provide a level playing field.
When reviewing the Listing Regime, we have been mindful of the need to maintain the UK’s international competitive position. In this context, our changes have been designed to enhance the super-equivalent ‘badge of quality’ represented by a Premium Listing.
As a result, we expect investors to better understand the requirements the regime places on issuers concerning different securities, and issuers to have more flexibility about the category in which their security is listed. This flexibility is mainly because the regime now offers UK and overseas issuers the same choice of Listing category.
We have consulted widely on introducing the new rules. These have been discussed in Discussion Paper (DP08/01) and several Consultation Papers (CP08/21, CP09/24 and CP09/28). Those interested in the policy debate behind the introduction of the revised Listing Regime are advised to review these papers and our responses to comments made by market participants. Final rule changes were set out in CP09/24 and Policy Statement PS10/02.
Details of all securities that have a Standard or a Premium Listing are available on the Official List. This is maintained by the UKLA and is available on the UKLA website. The Official List details if a security has a Standard or a Premium Listing and which category the security belongs to (e.g. equity share, a global depository receipt, or a debt security).
Please see that attached document for answers to frequently asked questions on the Regime The FAQs should be read in conjunction with the relevant Discussion Paper, Consultation Papers and Policy Statement, as well as the relevant parts of the FSA Handbook. These FAQs do not constitute FSA guidance.
