FCA announces end date for its temporary Covid-19 pandemic measures
On 23 March 2022, the FCA published its Primary Market Bulletin 39, setting the date after which various temporary measures and rules relaxations introduced in response to the COVID-19 pandemic will cease to apply.
Those temporary measures, which will cease to apply from 28 June 2022 onwards, were concerned with helping listed companies approach the following matters during the onset of the global pandemic:
Corporate reporting for listed companies
Measures introduced in March 2020 allowed listed companies two additional months to publish their audited annual financial reports. In May 2020, a further month's grace was granted for the publication of half-yearly financial reports.
These reliefs will no longer be available for reporting periods ending on or after 28 June 2022. Listed companies will therefore be required to publish their annual financial reports within four months of their financial year end, pursuant to DTR 4; whilst half-yearly reports must be published within three months of the end of the relevant accounting period.
Working capital statements
On 8 April 2020, the FCA amended policy, implementing temporary measures to assist listed companies with raising new share capital efficiently during the pandemic. The measures permitted small companies to disclose their key assumptions on business disruption during the pandemic without necessitating any qualified working capital statement (which would ordinarily have been the case). Reflecting the reducing disruptions from the pandemic, this permission will no longer apply from 28 June 2022. After that time, the FCA will no longer approve prospectuses or circulars using the Covid-related approach to working capital statements.
General meeting requirements
In its Statement of Policy of 8 April 2020, the FCA announced a temporary relaxation of the Listing Rules relating to Class 1 transactions and related party transactions, which usually require approval at a general meeting. From that time, listed companies could apply to the FCA for a dispensation of the approval requirements, provided certain conditions were satisfied. From 28 June 2022, the FCA will no longer grant any such dispensations.
The listed community always understood and appreciated that the FCA's temporary measures represented deviations from the normal application of the rules and that they would only be left in place for so long as they were reasonably required. The FCA's view now is that although the effects of the COVID-19 pandemic are still being felt to some degree, the market practice has evolved sufficiently since the beginning of the pandemic so that issuers and their advisers should be able to return to the previous practices and rules.