Consultation opens
26/04/2024
Consultation closes
26/05/2024
26/05/2024
We are consulting on the following proposed changes to the Knowledge Base.
In CP23/31[1] we explained that we intend to consult on proposed revisions to key Technical and Procedural Notes to reflect the proposed changes to the Listing Regime, including aspects of the sponsor regime. We are now consulting on the introduction of a new Technical Note and the following changes that we are proposing to make to the Knowledge Base[2] in relation to the listing regime, including rules for sponsors.
The Knowledge Base is the FCA’s repository of non-handbook commentary that has the status of formal FCA guidance. It consists of a series of short procedural and technical notes published in PDF form and ordered by topic. The notes relate to aspects of the Listing Rules, Prospectus Regulation Rules and Disclosure Guidance and Transparency Rules.
The information is designed to help issuers, sponsors and practitioners interpret these rules.
We are consulting on the following changes to the Knowledge Base. For ease, amended Technical Notes are presented with changes marked, except where significant amendments have been made.
The addition of one new technical note:
The amendments to the following technical notes:
UKLA/TN/704.3 – The sponsor’s role on working capital confirmations[4]
UKLA/TN/705.2 – Sponsors: uncertain market conditions[5]
UKLA/TN/707.1 – Sponsors who are part of an investment management group[6]
UKLA/TN/708.3 – Sponsor’s obligations on financial position and prospects procedures[7]
FCA/TN/709.4 – Sponsor transactions- Adequacy of resourcing[8]
UKLA/TN/710.1 – Sponsor services: Principles for Sponsors[9]
UKLA/TN/711.1 – Sponsor notifications[10]
UKLA/TN/712.2 – Additional powers to supervise and discipline sponsors[11]
FCA/TN/714.4- Sponsors: Guidance on the competence requirements set out under LR8.6.7R(2)(b)[12]
FCA/TN/718.1 - Sponsor’s duty regarding directors of listed companies[14]
FCA/TN/719.1 – Sponsor’s obligations on established procedures[15]
FCA/720.1 – Sponsor’s obligations on no adverse impact[16]
UKLA/TN/203.4 – Compliance with the Listing Principles and Premium Listing Principles[18]
UKLA/TN/302.2 – Classification tests[19]
UKLA/TN/304.1 – Amendments to the terms of a transaction[20]
UKLA/TN/307.1 – Aggregating transactions[21]
UKLA/TN/312.1 – Shareholder votes in relation to hypothetical transactions[23]
Primary Market/TN/320.2 – Working capital statements – basis of preparation[24]
Primary Market/TN//340.3 – Profit forecasts and estimates[25]
Primary Market/TN/420.3 – Cash shells and special purpose acquisition companies (SPACs)[26]
Primary Market/TN/633.2 – Pro forma financial information[27]
The deletion of the following technical notes:
Primary Market/TN/301.2 – Refinancing and reconstructions[29]
UKLA/TN/309.2 – Related party transactions – Content of RIS announcement[30]
UKLA/TN/314.1 – Reverse takeover and uncapped consideration[31]
UKLA/TN/422.3 – Scientific research based companies[33]
UKLA/TN/426.1 – Property companies[35]
UKLA/TN/427.1 – Mineral companies[36]
We summarise our proposals in PMB 48[37]
Please send your comments on our proposals by 26 May 2024 to [email protected].
Alternatively, send them by post to:
Chris Williams
Market Oversight
Division Financial Conduct Authority
12 Endeavour Square
London E20 1JN
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