2017年-FCA英国金融行为监管局_ukla_tn_907_2_block_listings_3页_210kb

Regulator Assessment Summary: Qualifying Regulatory Provisions

Core Content

This document outlines the FCA's assessment of a technical note (UKLA/PN/907.2) regarding block listings for companies listed on the Official List. The note aims to provide clarity on the criteria for qualifying as a frequent issuer and the process for applying for a block listing, which allows companies to submit a single application for multiple share issuances instead of individual applications each time.

The guidance was finalised in November 2015 and became effective from that date. It is part of the UK Listing Authority (UKLA)'s efforts to enhance clarity and support for listed companies, particularly in the interpretation of regulatory provisions.

Main Points

• Objective: To clarify the rules on block listings and provide additional flexibility for closed-ended investment companies to demonstrate eligibility.
• Scope: The guidance applies only to closed-ended investment companies, although all listed companies are required to familiarise themselves with it.
• Key Change: The introduction of a Net Asset Value (NAV) management programme as an additional method to demonstrate eligibility for a block listing.
• Impact: The change does not impose new obligations but expands the options available to companies seeking block listings.

Key Information

• Lead Regulator: Financial Conduct Authority (FCA)
• Date of Assessment: 7 February 2016
• Implementation Date: November 2015
• Applicability: National (UK-wide)
• Affected Businesses:
  • All listed companies (approximately 1,700) must review the guidance.
  • Closed-ended investment companies (around 300) may need to take further action.
• Estimated Applications for Block Listing: 36 closed-ended investment companies per year on average.
• Cost Estimates:
  • Familiarisation Cost:
    • For all 300 closed-ended investment companies: £28,800 (based on 2 hours per company at £48/hour).
    • For the 36 companies applying for block listings annually: £3,456.
  • Ongoing Cost: Negligible, as the change does not increase the cost of applications for companies already using block listings.

Business Impact and Costs

Familiarisation Cost

• All Listed Companies:
  • Must review the four-page technical note.
  • Most (approximately 1,400) will not be affected as the guidance is not relevant to them.
• Closed-Ended Investment Companies:
  • May benefit from the additional flexibility in demonstrating eligibility for a block listing.
  • Estimated cost for familiarisation: £28,800 for all 300 companies, £3,456 for the 36 that apply for block listings annually.

Ongoing Cost

• The guidance does not impose new obligations.
• Companies with existing block listings are not affected.
• The additional option for demonstrating eligibility does not increase the cost of applications.
• There is no opportunity cost for companies, as the previous methods remain available.

Additional Information for BIT Score Validation

• The BIT score and EANDCB (Estimated Annual Net Cost to Business) are calculated based on the nearest £100k.
• Costs below £50k are scored as zero for reporting purposes.
• The net cost to business for this guidance is estimated to be £0, as the change does not introduce new compliance burdens but enhances existing options.

Summary of Benefits

• Administrative Relief: Frequent issuers, especially closed-ended investment companies, benefit from reduced administrative burden.
• Clarity and Flexibility: The guidance provides clearer and more flexible criteria for block listing eligibility.
• No Additional Costs: For companies that already have block listings, there is no additional cost. For those not yet applying, the cost is minimal and manageable.

This assessment concludes that the guidance is a low-cost, high-benefit initiative that supports market efficiency and clarity without imposing significant financial or operational burdens on businesses.