Listing and Disclosure Rules in UK: Some Recent Changes

Abstract

On 1 July 2005, major changes in UK securities laws came into force, affecting both listed and unlisted issuers of securities. The UK Listing Authority's (UKLA) Listing Rules have been radically overhauled as a consequence of the implementation of the Market Abuse Directive (MAD) and the Prospectus Directive (PD) as well as the review by the Financial Services Authority (FSA) of the listing regime. New Disclosure rules govern disclosure of information by issuers (DR 1 and 2) or by UK incorporated issuers (DR 3) whose securities are admitted to trading on a regulated market in the UK or for which a request has been made for admission to trading on a regulated market in UK, while new Prospectus rules set out the circumstances in which publication of a prospectus is required and the prospectus content requirements.

In addition, companies beginning their financial year on or after 20 January 2007 will have to follow the financial reporting requirements introduced by the Transparency Directive as announced by the UK Treasury on 13 September 2006. The Transparency Directive aims to improve the information available to investors, allowing them to invest more efficiently. The Listing Rules have been restructured to reflect the new regime and now comprise three sourcebooks within the FSA Handbook of rules and guidance, forming a block known as the "Listing, Prospectus and Disclosure and Transparency Rules". This article considers the key provisions of the new listing rules and highlights the impact of the prospectus, market abuse and transparency regime on certain transactions.