28th June 2017
Issuers whose voting shares are traded on either a regulated market (such as the London Stock Exchange Main Market) or certain other markets outside of the EU will remain exempt from the PSC regime. Action to be taken now: Listed issuers will have until 10 July 2017 to prepare their PSC Register and until 24 July 2017 to report this information to Companies House.
UK companies listed on AIM or NEX Exchange markets (listed issuers) have an obligation to undertake reasonable steps to determine if there are any persons with significant control (PSCs) in relation to their company. As a result of the disclosure requirements of the relevant exchange, the largest shareholders should be readily identifiable. However, under the PSC regime, listed issuers may need to look behind the immediate legal owners in order to ascertain the identity of their PSCs. This will commonly be required if the legal owners are not UK companies, LLPs or ‘eligible’ Scottish partnerships.
It is currently unclear the extent to which listed issuers should raise enquiries in relation to nominees of UK companies acting as custodians to facilitate the electronic ownership of shares through the CREST. We would recommend adopting a cautious approach and to make enquiries in relation to those entities too.
Listed issuers will need to gather information on their PSCs and to record this information in a new register forming part of the company’s statutory books (known as the PSC Register). They will also need to report this information to Companies House. This information should also be recorded on the websites of all listed issuers pursuant to AIM Rule 26 and NEX Exchange Rule 75.
Listed issuers will have until 10 July 2017 to prepare their PSC Register and until 24 July 2017 to report this information to Companies House.
Failure to comply with the PSC regime will mean that a criminal offence has been committed by the listed issuer and each of the directors which could result in the issue of fines and or imprisonment. It is therefore important that the company takes proactive measures to meet their new responsibilities.
It is anticipated that the UK Government will publish legislation implementing the requirements of the 4MLD after the election purdah. It is therefore hoped that further guidance on this matter will be available soon.
If you require any further guidance on your PSC requirements and how boards can gather the information they require, please contact Jack Delaney or Jonathan Morris in Thrings’ London Capital Markets Team.