Primary Market Bulletin No.3 confirms the end of no names calls to the UKLA
28 September 2012
In the May 2012 edition of
Market reCap, we
reported on the proposals put forward in
consultation paper CP12/05, and further justified in the first
edition of Primary Market Bulletin from the Financial Services
Authority ("
FSA"), to remove the provision by the
UK Listing Authority ("
UKLA") of individual
guidance to market participants on a “no names” basis.
Issue no. 3 of Primary Market Bulletin confirms that the UKLA
intends to proceed with these proposals, subject to certain
modifications. It also outlines the resulting operational changes
affecting the UKLA Helpdesk service.
The FSA has rejected responses to the
consultation paper calling for the continued receipt of queries on
a no names basis, saying that it requires issuers to be open and
co-operative, including informing the FSA at appropriate times of
relevant transactions on a named basis.
To address a number of the concerns raised by
such responses, especially apprehension about the disclosure of
transactions at an early stage, the FSA states that it does not
make presumptions about the stage a transaction has reached just
because the UKLA has been contacted for technical advice. Nor does
it consider that contacting the UKLA in this way creates a
disclosure obligation under the Disclosure Rules and Transparency
Rules where one would not otherwise exist.
Under the new regime, which is intended to be
in place from Monday 1 October 2012:
(a) individual guidance
will not be provided by any means on a no names basis – this is
said to be bringing UKLA practice into line with that across the
rest of the FSA; and
(b) requests for
individual guidance (on a named basis) should generally be
submitted in writing, but oral enquiries will still be
accepted:
(i) in cases of
"exceptional urgency"; or
(ii) regarding technical
queries which arise during the provision of a sponsor service on a
transaction - however, this is likely to comprise complex and
significant enquiries, so a written submission will be needed in
most cases before definitive guidance can be given.
A Sponsor Service Enquiry Line will be
established for enquiries under (b)(ii) above. This can be accessed
by calling the general administrative queries line (and it now
appears that the telephone number will be published on the UKLA's
website on, and not before, 1 October). This facility expects to
receive calls only from experienced members of the sponsor firm,
and only after internal consideration within the sponsor firm,
rather than being the first port of call.
Issue no.3 of Primary Market Bulletin is
available here
Daniel
Hooke is a Senior Associate (PSL) in the
Corporate
Group of Field Fisher Waterhouse LLP in
London.