Hm Treasury
Details
Final Outcome
On 12 October 2021, the Treasury appointed Mark Austin as independent chair of the UK Secondary Capital Raising Review, tasked with making recommendation on how further capital raising processes by companies that are already listed could be made more efficient.
Mr Austin published the outcome of his review on 19 July 2022, making a series of recommendations to the Government, Financial Conduct Authority (FCA) and the Pre-Emption Group (PEG). His key recommendations included:
- Protecting the rights of existing shareholders by maintaining and enhancing the UK pre-emption regime.
- Reducing regulatory involvement in fundraisings, including by raising the threshold at which a prospectus should be required for a further issuance, removing the requirement for a sponsor to be appointed by an issuer, and reconsidering the FCAs approach to working capital statements.
- Making existing fundraising structures quicker and cheaper by making changes to the Companies Act.
- Increasing the range of choice of fundraising structures for companies, including by replicating the key principles and structure of Australian offer processes for smaller fundraisings.
- Establishing a Taskforce on Shareholding Digitisation to consider digitising and reforming the UK shareholding ownership framework.
UK Secondary Capital Raising Review (12 October 2021)
Lord Hills UK Listing Reviewmade a series of recommendations to the Government to help boost the UK as a destination for IPOs and optimise the capital raising process for large and small companies on UK markets. One of those recommendations was to bring together an expert group to look into how further capital raising processes by companies that are already listed can be made more efficient.
On 12 October, the Chancellor announced that Mark Austin would take on the role as the independent chair of the UK Secondary Capital Raising Review, to look into these issues and to make recommendations to the Government.
Mr Austin is?a partner?at?the law firm?Freshfields Bruckhaus Deringer.? He is?also?chair of the FCAs?Listing Authority Advisory Panel.
Mr Austin is asked specifically to consider:
- Whether the overall duration of the secondary capital raising process can be reduced including, in relation to rights issues, by reducing the period during which shareholders trade their rights.
- Whether new technology can be brought to bear on the process in order to ensure shareholders can receive relevant information rapidly and exercise their rights.
- Other fund-raising mechanisms that may be worth considering in the UK, including the Australian RAPIDS model as well as structures to facilitate enhanced retail investor participati