The Financial Conduct Authority has published final rules creating a new category within its premium listing regime for companies controlled by a shareholder that is a sovereign country.

By James Inness, Claire A. Keast-Butler, and Koushik K. Prasad

From 1 July, 2018, an issuer with a sovereign state as its controlling shareholder will be eligible for a premium listing if the issuer complies with all the requirements applicable to premium listed issuers under the Listing Rules, other than:

  • Controlling shareholder agreement: Sovereign controlled issuers will not be required to have a relationship agreement with a controlling shareholder. The issuer will still be required to have an independent business as its main activity under LR 6.4.
  • Related party transactions: Sovereign controlled issuers will not have to obtain independent shareholder approval or a sponsor’s confirmation for related party transactions (RPTs) with the sovereign or its associates. The obligations to disclose certain RPTs will apply to sovereign controlled companies.
  • Depositary receipts (DRs): The new premium listing category will extend to sovereign controlled issuers of DRs. DR holders must be afforded the same level of rights, e.g., voting rights that shareholders of premium listed companies enjoy.

For a full client briefing and previous analysis on the consultation process in July 2017, see Latham’s Client Alert here and here.