2017年-FCA英国金融行为监管局_ukla_308_2_related_party_transactions_modified_requirements_for_smaller_related_party_transactions_3页_117kb

报告摘要

Regulator Assessment Summary: UKLA Technical Note UKLA/TN/308.2

Core Content

This document outlines the assessment of the UK Listing Authority (UKLA) Technical Note UKLA/TN/308.2, which provides updated guidance on the disclosure requirements for smaller related party transactions (SRPTs) for companies listed on the Official List, particularly those admitted to the London Stock Exchange's Main Market. The guidance is part of the FCA's regulatory framework and is based on the Listing Rules, Prospectus Rules, and Disclosure and Transparency Rules, as well as the Market Abuse Regulation (MAR).

Main Points

Title of Proposal: UKLA Technical Note: UKLA/TN/308.2 – Related party transactions – Modified requirements for smaller related party transactions
Lead Regulator: Financial Conduct Authority (FCA)
Date of Assessment: March 2017
Commencement Date: Guidance finalised November 2015
Origin: Domestic
Cutting Red Tape Review: Not included
Geographic Scope: National (UK)

The guidance aims to clarify the rules and provide better understanding of the application of these rules for smaller related party transactions, which are defined as transactions where the class test calculations fall between 0.25% and 5% of the company's market capitalisation.

Key Regulatory Changes

Listing Rule 11.1.10R was amended in May 2014 to require a public RIS announcement for SRPTs, replacing the previous requirement for a private notification to the FCA.
Public Announcement Requirement: Companies must disclose SRPTs via a Regulatory Information Service (RIS) announcement, including transaction description, counterparty, value of consideration, and the fact that it is a smaller related party transaction.
Sponsor Confirmation: A written confirmation from a sponsor is still required to ensure that the terms of the transaction are fair and reasonable to shareholders, as a safeguard.

Affected Businesses

The guidance applies to companies with a premium listing on the Official List.
As of 7 February 2017, there were 1,190 premium listed companies, including 671 funds (master-feeder and feeder funds).
Master-feeder funds are treated as a single unit for listing purposes, so the actual number of affected entities is likely less than 1,190.

Cost and Benefit Analysis

Familiarisation Cost

Estimated Cost: £57,120 for all 1,190 companies.
Assumption: Compliance staff are experienced and work at a rate of £48/hour.
Time Estimate: Less than one hour per company for reading, digesting, and disseminating the guidance.
Note: Most companies would not need to take additional steps as the guidance only updates rule references and does not introduce new obligations.

Ongoing Cost

No Ongoing Costs: The updated guidance does not impose new obligations, and the requirements are already in place.
Existing Obligations: Companies were already required to obtain fair and reasonable confirmation from a sponsor, so there is no additional cost.

BIT Score Information

BIT Score: 0
EANDCB (Estimated Annual Net Cost to Business): £0
Reason for BIT Score: The total cost is estimated at less than £50,000, which is rounded to £0 for reporting purposes.

Additional Information

The BIT score is calculated to the nearest £100,000.
Any cost estimate below £50,000 is considered zero for both EANDCB and BIT score purposes.
The compliance rate used for cost estimation is based on the 2016 Robert Half salary guide, which estimates a compliance manager's annual salary in London to be between £70,000 and £104,000. The assumed rate of £48/hour is derived from this estimate.