We have recently completed our review of the Listing Regime with the purpose of ensuring that there is greater clarity for its structure and the obligations on issuers under it, so that investors are able to make more informed investment decisions and issuers have appropriate flexibility over the route they wish to pursue to raise capital. The review has also aimed to maintain the badge of quality for the UK’s super-equivalent Premium regime and as part of this that the UK remains the venue of choice internationally.
In consequence, the following changes to the Listing Regime will be made with effect from 6th April 2010:
- the regime will be restructured into two segments, Premium and Standard – the former denoting the more stringent super-equivalent standards and the latter, EU minimum standards;
- the standard listing segment, which is only currently for overseas companies, was made available to UK companies (introduced with effect from 6th October 2009) in order to provide a level playing field;
- corporate governance standards will be strengthened for overseas companies by requiring overseas Premium Listed companies to ‘comply or explain’ against the UK Combined Code and to offer pre-emption rights; and
- overseas standard listed companies of shares or GDRs will be required to comply with the EU Company Reporting Directive which requires them, amongst other things, to provide a corporate governance statement and to describe the main features of their internal control and risk management systems.
The amended Listing Regime is reflected in the diagram below:
This diagram demonstrates the two Listing Segments: Premium and Standard which reflect the level of listing that an issuer has for its particular security, as recorded in the Official List. Only equity shares which meet the full range of super-equivalent requirements will be eligible for a Premium Listing. Each security is then allocated to a sub-segment, which is called a listing category. The securities category to which a security is allocated is determined by the characteristics of the security in question and not what it might be convertible into.
Ensuring clarity of the regime was a key aim in restructuring the Listing Regime and all issuers should ensure that, with effect from 6 April, they use the correct terminology when referring to their listed securities.
If you have any queries about the changes to the Listing Regime, please contact, the UKLA Helpdesk on 020 7066 8333.