The EU Prospectus Regulation's provisions concerning the format and content requirements for prospectuses will come into force on 1 July 2019. Ahead of the provisions, the European Securities and Markets Association intends to publish final draft guidelines on risk factors in early 2019. Issuers and their advisers will then need to ensure that they comply with the new regime in respect of any prospectuses to be published on or after 21 July 2019.
The listing regime for the United Kingdom's Official List is divided into premium and standard listing segments. For admittance to the premium listing segment, an issuer must meet higher UK-specific standards that are intended to provide additional investor protection and promote shareholder confidence. The UK Financial Conduct Authority recently introduced a new category, but issuers have yet to avail themselves of the new regime.
The Financial Conduct Authority recently implemented changes to the initial public offer (IPO) regime that have had a fundamental impact on the process of conducting an IPO in the United Kingdom. Companies including Aston Martin and Funding Circle have had to negotiate these new rules in practice over the past few months and certain trends are now beginning to emerge.
For a public company with a premium listing in the United Kingdom, certain M&A transactions – including acquisitions and disposals of shares, businesses or assets – may be subject to Listing Rule 10 and ultimately require prior shareholder approval. In 2016 over 15 acquisitions or disposals where the consideration was £100 million or more were announced by premium listed companies and required shareholder approval under Listing Rule 10.