2017年-FCA英国金融行为监管局_ukla_tn_314_1_reverse_takeover_and_uncapped_consideration_3页_111kb

Regulator Assessment Summary: UKLA/TN/314.1 – Reverse Takeover and Uncapped Consideration

Core Content

This document outlines the FCA's assessment of the technical note UKLA/TN/314.1, which provides guidance on reverse takeovers and uncapped consideration in the context of UK listing rules. The guidance is part of the FCA's ongoing effort to clarify its regulatory provisions for listed companies and their advisers.

Main Points

• Title of Proposal: UKLA/TN/314.1 – Reverse takeover and uncapped consideration
• Lead Regulator: Financial Conduct Authority (FCA)
• Date of Assessment: March 2017
• Commencement Date: March 2017
• Origin: Domestic
• Scope: The guidance applies to all companies with a premium or standard listing of equity shares on the Official List, which are typically listed on the London Stock Exchange (LSE) Main Market.
• Affected Areas: National (UK-wide)
• Implementation of Cutting Red Tape Review: No
• Number of Affected Companies: Approximately 1,000 companies
• Frequency of Reverse Takeovers: Around 25 applications per year in the UK

Key Information

The guidance is intended to provide clarity on the classification of reverse takeovers, which is governed by the FCA's Listing Rules (LR). The definition of reverse takeover was moved from LR 10.2.2R to LR 5.6.4R in response to FCA Consultation Paper 12/2. However, the class tests from LR 10 remain applicable for determining whether a transaction qualifies as a reverse takeover.

The guidance note is one page long and is designed to be easily digestible. It aims to assist companies in understanding the application of the rules, particularly in relation to the percentage ratio used to classify transactions.

Impact on Business

Cost Estimates

• Assumed Rate: £48/hour for compliance staff
• Estimated Time per Company: 30 minutes to read, understand, and disseminate the guidance
• Total Estimated Cost for All 1,000 Companies: £24,000

Benefits

• Clarity: The guidance provides clarity on the classification of reverse takeovers, helping companies better understand their obligations.
• Compliance Assistance: It assists compliance teams in applying the rules consistently and accurately.
• Minimal Rule Changes: Since the rules have not changed, the impact on companies is expected to be minimal.

Cost-Benefit Analysis

• Net Present Value (NPV): -0.024 (a small negative impact)
• Net Cost to Business: £0
• BIT Score: 0

The guidance is considered to have a neutral to slightly negative impact on businesses due to the time and effort required to familiarize with the note, but the overall cost is minimal and the benefits of clarity and compliance support are significant.

Additional Information for BIT Score Validation

• The guidance is based on existing rules and does not introduce new regulatory requirements.
• The FCA has conducted public consultation and the note was finalized in March 2017.
• The estimated cost is based on the assumption that compliance staff will be experienced and working at a prudent rate.
• The note is intended to be a short, practical guide and does not require substantial changes to existing procedures.

This guidance is aimed at ensuring that listed companies and their advisers have a clear understanding of how to apply the existing rules regarding reverse takeovers and uncapped consideration.