Update — UK’s FCA Announces Temporary Measures Designed to Assist Issuers: UK’s Financial Conduct Authority (FCA) Announces a Series of Temporary Measures Designed to Assist Issuers Raising Capital During the COVID-19 Pandemic

Sullivan & Cromwell LLP - April 15, 2020
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The UK’s Financial Conduct Authority has announced a series of temporary measures designed to assist issuers raising capital during the COVID-19 pandemic.  The new temporary measures include:

  • Permitting a clean working capital statement in a prospectus relating to equity shares to include assumptions relating to the impact of the COVID-19 pandemic. 
  • Permitting shareholder approvals to be obtained for significant transactions or related party transactions without the need to hold a shareholder meeting provided a dispensation is obtained from the FCA and the requisite majority of shareholders give written undertakings confirming their approval of the transaction.
  • Welcoming the Pre-Emption Group’s revised guidelines on placings of new shares which permit investors to support resolutions to disapply pre-emption rights in respect of up to 20% of an issuer’s issued share capital.
  • Encouraging eligible issuers to make use of the simplified prospectus regime introduced by the Prospectus Regulation.