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Industry Update

For the majority of our readers, workloads will be at an annual, if not all-time high right now. For a large proportion of UK PLCs, AGM implementation will be in full swing and a myriad of communications documents, including annual reports and summary financial statements, are being created under huge pressure.

Despite this, the pace of change in our collective market hasn’t diminished - so here’s an overview of some of the key developments taking place:

Changes to Rights Issue timetables

Following a review by the Rights Issue Review Group (RIRG), appointed by Alistair Darling in the summer of 2008, a Financial Services Authority (FSA) consultation was issued in early January. The purpose of this consultation was to seek opinion on the recommendations of the RIRG, crucially to reduce the minimum Rights Issue subscription period from the current 21 days to 14 calendar days or 10 business days.

The outcome of this consultation is that already, many companies are adopting the new minimum window of 10 business days. Whilst this offers a potentially huge benefit to issuers looking to raise finance quickly through this mechanism, utilising the 10 day minimum needs to be weighed against the difficulties it may cause to retail shareholders resident outside the UK, or beneficial holders of nominee accounts on the register, as a consequence of the later receipt of the documentation and the more limited time for a response. 

Shareholder Rights Directive

Thanks to the many clients that assisted us by commenting on the draft Shareholder Rights Regulations, we have submitted our response to BERR, you can request a copy by clicking here. The latest position in relation to the legislation is that it will need to be enacted before 3rd August 2009 therefore we would expect to see a final draft during the spring or early summer. At that time, we will be able to assess the likely final impact on issuers and registrars and will communicate accordingly to you. For the time being, many of you are putting a resolution to your next AGM to obtain shareholder approval for calling general meetings at 14 days notice.

TARGET2-Securities

TARGET2-Securities (T2S) is a pan-European settlement platform for the cross-border and domestic settlement of securities against central bank money. It is proposed to be implemented in 2013 but there are several important decisions due shortly which will determine whether UK securities will be in the first wave of countries joining and the resultant market structure:

>    Bank of England decision regarding sterling entry into T2S

>    CSDs’ Volume Commitments and Agreements with T2S signed

>    Euroclear’s User Choice Model proposal published

We have forged good relationships with the T2S team and are actively lobbying to add influence in some key issues including governance, cost/benefit, direct access, shareholder visibility and progression of European harmonisation initiatives.

For more information, a copy of a recent communication sent to clients on T2S can be accessed by clicking here.

Dematerialisation

Although everything had gone quiet, the proposal to ‘dematerialise’ the UK equities market is seemingly building momentum once more. HM Treasury are undertaking some preparatory legal work on a Statutory Instrument, with a view to possibly issuing a public consultation in the autumn of this year. This indicates a desire to achieve a legislative conclusion by mid-2010 and the introduction of dematerialisation in late 2012.

Legislation would be followed by an 18 month window for the markets to put in place the necessary system, process and procedural changes. Computershare is heavily engaged with this process and will ensure that you are kept informed of any progress.

If you have any questions regarding the above, please contact your Relationship Management team.


Don’t miss the next Industry Infocus webinar

The Companies Act 2006: Streamlining the Industry

Thursday 2nd April 2009 at 10.30am

Our popular online seminar will explore how the Companies Act has placed increasing pressure on issuers to be fully compliant with legislation, the new initiatives that you need to ensure are in place and other best practice to adopt.

In addition, we’ll be reviewing how entity management systems have evolved to cope with the legislation and how their increased efficiency will help meet the ever increasing need for stronger corporate governance.

Click here to register

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IF YOU ONLY READ ONE THING, READ THIS…
Following the FSA consultation on Rights Issues and after careful consideration, many companies are adopting the new minimum 10 business day subscription period.
We expect to see a final draft of the Shareholder Rights Directive legislation by late spring/early summer.
Some important decisions are due to be taken on the implementation of TARGET2-Securities which will impact UK Issuers. Computershare is actively participating in these discussions and we'll keep you updated.
Dematerialisation is gaining pace again, with final implementation looking like late 2012 - watch this space...