CHANGES TO EURONEXT RULES
Euronext Dublin is currently consulting on proposed amendments to the listing rules for its regulated market with the stated aim of simplifying and streamlining the existing rule book including the removal of rules that are covered in legislation, embedding the new Irish Corporate Governance Code and aligning the rules with those of other Euronext jurisdictions.
Euronext Dublin has published proposed amendments to Book I and Book II and is seeking feedback on the proposed changes. The consultation is open until Friday 1 November 2024.
The proposed changes, from the perspective of companies with an existing equity listing on Euronext Dublin, include:
Continuing Obligations:
- simplification of the continuing obligation requirements with the removal of many of the prior rules including in relation to transactions, documents requiring prior approval, certain notifications, aspects of the annual report and the auditor's report; and
- application of the new Irish Corporate Governance Code to certain issuers.
Removal of Chapters:
- Listing Principles (Chapter 7)
- Dealing in Own Securities and Treasury Shares (Chapter 9)
- Significant Transactions (except reverse takeovers) (Chapter 10)
- Related Party Transactions (Chapter 11)
- Contents of Circulars (Chapter 12)
- Secondary Listings (Chapter 13)
Reverse Takeovers: amendments aimed at alignment with the reverse listing regime to be rolled out across all Euronext markets.
Separately, Euronext published a revised version of the Euronext Rule Book - Book I: Harmonised Rules. Changes made relate to the migration of derivatives clearing. The revised Rules came into effect on and from 15 July 2024 in respect of commodity contracts and at a date to be specified later for the other types of derivatives contracts.
Euronext also published a notice regarding the content of the information document to be provided in view of an admission of securities to Euronext Growth. A revised version of the Euronext Growth Markets Rule Book, Book I: Harmonised Rules has been published alongside the notice and a revised Euronext Growth Markets Rule Book, Book II: Euronext Dublin, which took effect on 2 May 2024.
FINAL UK LISTING RULES
The FCA published the final new UK Listing Rules (the UK Rules) which came into effect from 29 July 2024 and issuers' existing listings were mapped to the new categories of listing on this date. Key reforms introduced by the UK Rules include:
- the merging of the "premium" and "standard" listing categories into a single combined listing segment, the "commercial companies" category, subject to a core set of mandatory continuing obligations under the new UK Rules;
- a new "transition" listing category for existing standard listed issuers (for whom this listing is their only or primary listing) to allow time for them to adapt and move to the "commercial companies" category. This category is subject to the rules which applied to standard listed shares prior to the coming into effect of the new UK Rules; and
- the introduction of an "international" secondary listing category designed to accommodate non-UK incorporated companies with a secondary listing in the UK, where either domestic company law or rules flowing from their primary listing venue may make it more difficult to meet certain requirements of the new "commercial companies" category.
AMENDED ADMISSION AND DISCLOSURE STANDARDS
The LSE has published Market Notice N06/24 along with an amended version of the Admission and Disclosure Standards, to reflect changes to the UK Rules that take effect on 29 July 2024 and the closure of the High Growth Segment.
This article contains a general summary of developments and is not a complete or definitive statement of the law. Specific legal advice should be obtained where appropriate.
