2017年-FCA英国金融行为监管局_ukla_409_1_master_feeder_structures_share_classes_3页_114kb

Regulator Assessment Summary: UKLA Technical Note 409.1

Core Content

The document outlines the assessment of the UK Listing Authority (UKLA) Technical Note 409.1, which was published in November 2015 and finalised in the Primary Bulletin 12. This note provides guidance on the interpretation of the FCA's Listing Rules for companies with master-feeder structures. The FCA, as the lead regulator, issued this guidance to clarify the rules and assist listed companies and their advisers in understanding the application of those rules.

Main Points

• Title of Proposal: UKLA Technical Note: UKLA/TN/409.1 Master-feeder structures share classes
• Lead Regulator: Financial Conduct Authority (FCA)
• Date of Assessment: March 2017
• Commencement Date: November 2015
• Origin: Domestic
• Cutting Red Tape Review: Not included
• Geographic Scope: National (UK-wide)

The guidance is specifically aimed at premium listed, closed-ended investment companies that use master-feeder structures, a common structure in hedge funds where investors contribute capital to feeder funds, which then invest in a master fund. The master fund is responsible for all portfolio investments and trading activities.

The Technical Note addresses unconventional master-feeder structures, such as when feeder funds make direct investments or hold a controlling stake in the master fund. It emphasizes that the FCA expects sponsors to demonstrate a genuine master-feeder relationship, distinguishing it from structures where investments are made through subsidiaries or other controlled entities.

Key Information

• The guidance does not impose new or additional requirements, but rather provides clarification on the existing Listing Rules.
• The FCA has 45 approved sponsor firms, which are required to be appointed by premium listed companies in certain transactions.
• The guidance is only relevant to a subset of the 300 closed-ended investment companies with premium listings, but due to the difficulty in quantifying the exact number, the cost estimates are applied to all such companies.

Impact on Business

Familiarisation Cost

• Estimated Cost: £14,400
• Assumption: All 300 closed-ended investment companies would need to familiarise themselves with the guidance.
• Time Estimate: Less than one hour per company for reading, digesting, and disseminating the note.
• Rate Assumed: £48/hour, based on a prudent estimate of compliance staff costs.

Ongoing Cost

• Estimated Cost: £0
• Reasoning: The guidance does not introduce new obligations, and the expectations are already embedded in existing rules.
• Benefit: It is expected to reduce the time and complexity of applying the Listing Rules, resulting in cost savings for businesses.

Cost and Benefit Breakdown

Additional Information

• The BIT score is calculated based on the nearest £100,000. Any cost estimate below £50,000 is scored as 0.
• The compliance staff rate of £48/hour is derived from the 2016 Robert Half salary guide, which estimates compliance managers in London earn between £70,000 and £104,000 annually. This rate is considered prudent for cost estimation purposes.
• A link to the Robert Half salary centre is provided for reference: https://www.ROBERTHalf.co.uk/news-insights/salary-centre-2016

Conclusion

The UKLA Technical Note 409.1 serves as a clarification tool for the FCA's existing Listing Rules, particularly for companies with master-feeder structures. It does not add new regulatory burdens but aims to improve compliance clarity and efficiency. The total estimated cost for familiarisation is £14,400, with no ongoing costs, and it is expected to result in cost savings for affected businesses.