The UK's Financial Services Authority (FSA) on Thursday published its CP06/21
Investment Entities Listing Review, in order to seek further views on certain
aspects of the original consultation.
This included clarifying the importance of a company's investment policy;
explaining the FSA's decision to withdraw its proposal to abolish the directive
minimum regime for overseas investment companies, and introducing new listing
categories to make it clear to investors what obligations a listed company is
subject to.
Sally Dewar, FSA Director of Markets, explained that:
"In seeking to reform the Listing Rules for investment entities, the FSA
aims to modernise the UK's regime. This will provide companies with greater
flexibility over their investment strategies, while maintaining disclosure-based
protections designed to make the regime equally attractive for investors."
"As we said in October the FSA has also decided to retain the directive
minimum listing regime for overseas investment companies. In reaching this decision
we have taken account of recent market developments and our obligation to have
regard to the international character of the UK's markets. We feel, in this
light, that it is appropriate to offer international companies a choice of super-equivalent
or directive minimum regimes."
The FSA's March consultation paper proposed replacing the range of old, detailed
and prescriptive rules that governed various types of listed investment entities
with a single, principles-based regime allowing greater flexibility for investment
strategies. Some detailed aspects of the rules needed to be modified in the
light of responses but the FSA's general approach and many specific proposals
were favourably received by respondents.
The key revised proposals included:
- A proposal to remove the prohibition in the Listing Rules on closed-ended
funds controlling companies in which they invest, thus allowing these vehicles
(for example private equity funds) to pursue a wider range of investment strategies;
- Greater clarity on what a primary listed closed-ended fund will have to
include in the investment policy it will be required to publish and adhere
to; and
- Revised proposals on the disclosure of a primary listed investment entity’s
risk profile aimed at ensuring investors have sufficient information to evaluate
a company's risk profile whilst addressing respondents' concerns that the
proposals we set out in CP06/4 were disproportionate.
These changes are aimed at improving the super-equivalent regime for investment
entities under Chapter 15 of the Listing Rules.
The FSA revealed that it no longer thinks it appropriate to insist that all
investment entities are subject to the additional requirements set out in Chapter
15 of the Listing Rules. International companies will now have a choice of directive-minimum
or super-equivalent standards.
In light of this change there is a need to make the listing regime clearer,
flexible and more comprehensible and as a result the FSA proposes to introduce
new categories that more accurately reflect the listing obligations that attach
to the different types of listing.