Primary Market Bulletin No. 27 - coronavirus update

Ongoing disclosure under the Market Abuse Regulation (MAR)

Issuers should continue to comply with their obligations under MAR and the relevant FCA rules.  The FCA expect issuers to make every effort to meet their disclosure obligations in a timely fashion but notes, that in the short term, there may be slight delays as new processes for convening and operating disclosure committees are put in place.

PDMR notifications

Persons discharging managerial responsibilities and ‘persons closely associated’ to them must continue to meet their notification requirements under MAR within the prescribed time frames.

Market volatility and suspension of trading

The FCA continue to maintain open and orderly markets despite current volatility. If requests are made to suspend trading in certain securities, the FCA will consider these according to their assessment of risks to the smooth operation of the market and the risk of harm to investors.  The FCA will challenge the need for suspension where they think the situation is more appropriately addressed by an announcement. 

Requests for suspension of listings should be made to the Primary Market Monitoring team emergency line on 020 7066 8354, or by email to: mailto:PMOSuspensions@fca.org.uk.

Delays in corporate reporting

Issuers must publish their annual financial reports within four months of the financial year end and half-yearly financial reports within three months after the end of the period.  If an issuer believes that it is unable to meet its continuing obligations, it should seek advice and contact the FCA to discuss further. Issuers should also engage with their auditors, who should contact the Financial Reporting Council as appropriate.  

Shareholder meetings

In light of forthcoming AGMs and any general meetings planned, the FCA states that whilst it supports the exercise of shareholder rights, it recognises that due to the coronavirus, companies may need to consider the use of virtual methods. This is particularly relevant in the premium listing category, where various FCA rules require issuers to engage with shareholders on certain matters. See this ICSA guide and contact us for further guidance.

Corporate transactions and admissions

The FCA will continue to review documentation for corporate transactions in line with established principles set out on their website.  Where issuers are looking to carry out urgent transactions they should, in the first instance, engage with their sponsor/adviser.

Primary Market Bulletin No. 27