2016年-FCA英国金融行为监管局_practical_measures_improve_effectiveness_uk_primary_listed_debt_markets_30页_455kb

Summary of the UK Debt Market Forum Report

Core Content

The UK Debt Market Forum was established by the Financial Conduct Authority (FCA) in November 2015 to identify and implement practical measures that would enhance the effectiveness of the UK's primary listed debt markets. The report outlines the Forum's findings and recommendations aimed at improving the operational efficiency, regulatory consistency, and market attractiveness of the UK debt market, while maintaining the high standards for which the UK is known.

Main Objectives

• Improve the efficiency and effectiveness of the UK's primary listed debt markets.
• Maintain high regulatory standards while enhancing the market's appeal to both domestic and international issuers.
• Foster better engagement with market participants and ensure transparency and predictability in the listing process.

Key Recommendations

1. Extension of the 'Wholesale Debt Approach'

• Purpose: To streamline and improve the review process for wholesale debt documents.
• Scope Expansion: The approach will now cover a much broader range of documents, including asset-backed and covered bonds.
• Exclusions: The approach will not be extended to documents involving the issuance of UK financial institutions' regulatory capital or those with non-standard variation requests.
• Impact: This change is expected to significantly reduce the time and cost of the listing process while maintaining regulatory integrity.

2. Extension of the 'Same Day Service'

• Current Practice: The FCA currently processes around a third of supplementary debt disclosure updates on the same day.
• Proposed Change: The service will be expanded to handle virtually all 'routine' supplemental prospectuses and listing particulars on the day they are submitted.
• Benefits: This will lead to cost savings for issuers and advisers, and encourage more timely dissemination of information to investors.

3. New Guidance on Omitting Guarantor Financial Information

• Objective: To propose new guidance on when and how financial information of guarantors can be omitted from listing documents.
• Context: Forum members highlighted the importance of this area, noting that the UK's approach to disclosure may be perceived as more stringent than in other EU financial centres.
• Focus: The guidance aims to align with international practices and provide clarity to market participants.

4. New Engagement Strategy

• Goal: To improve communication and accessibility of the FCA's UKLA Department to market practitioners.
• Approach: The strategy includes making staff more available, particularly to debt capital market (DCM) professionals, and ensuring consistent and predictable responses.
• Technology: Forum members expressed concerns about outdated technology used in the review process and called for improvements.

5. Early Engagement Team

• Purpose: To assist prospective overseas issuers in understanding the UK's Prospectus Directive (PD) regime.
• Function: The team will provide targeted support to foreign issuers, helping them navigate the UK listing process and promoting the UK as a competitive debt listing venue.

6. Further Enhancements

• Service Improvements: Additional measures to enhance the overall service offering of the FCA, including better communication and more efficient review processes.
• Technology Upgrades: The FCA will explore ways to modernise its systems for reviewing and commenting on draft documents.

7. Multilateral Trading Facilities (MTFs)

• Context: The Forum identified a potential gap in the UK's market structure due to the lack of a major MTF platform.
• Proposal: The FCA is considering the introduction of one or more UK wholesale debt MTFs to enhance the market's offerings and competitiveness.
• Rationale: MTFs offer lower disclosure requirements compared to Regulated Markets (RMs), which may attract more issuers.

Key Themes and Issues

• Accessibility and Service Levels: Forum members noted that the UK's service levels have improved, but some still perceive the FCA as more bureaucratic than other EU authorities.
• Regulatory Consistency: Market participants value consistency in regulatory responses and the ability to receive clear guidance early in the process.
• PD vs Non-PD Markets: The distinction between Prospectus Directive (PD) and non-PD markets (like MTFs) was a central topic, with the Forum highlighting the need for greater awareness and understanding of these differences.
• Marketing Role: The FCA is not directly involved in marketing the UK as a debt listing venue, but it plays a supportive role by ensuring the market is efficient, accessible, and predictable.

Implementation and Conclusion

• Timeline: The proposed measures will be implemented in the coming months, with specific details outlined in the 'Implementation' section.
• Conclusion: The report reflects the collective insights of the Forum and aims to ensure the UK debt market remains a competitive, efficient, and attractive venue for both domestic and international issuers. The FCA remains committed to maintaining high standards while adapting to the evolving needs of the market.

Membership of the Forum

The Forum included a diverse group of stakeholders from the issuers, investors, exchanges, advisers, and regulators, including representatives from the FCA, HM Treasury, and the Bank of England. This ensured a broad perspective on the challenges and opportunities facing the UK debt market.

Final Remarks

The Forum's recommendations are based on constructive dialogue and practical insights from market participants. The FCA is committed to implementing these measures to support the sustainable growth of the UK's debt markets and to align with the goals of the EU Capital Markets Union.