Essential Corporate News: Week ending September 4, 2020

Pre-Emption Group: Additional flexibility for equity placings extended to November 30, 2020

On September 4, 2020, the Financial Reporting Council, on behalf of the Pre-Emption Group (PEG), announced that the PEG is extending, to November 30, 2020, on a case-by-case basis, its recommendation that investors continue to consider supporting placings by companies of up to 20 per cent of their issued capital over a 12-month period. This recommendation was originally made as a temporary measure on April 1, 2020 in light of the impact of COVID-19 on businesses.

The PEG reiterates the considerations to be taken into account when looking to use the additional flexibility, including that the company should be experiencing extreme circumstances and the issuance is to fund an immediate concern. It also reminds companies that the Statement of Principles applies to all equity securities’ issues to raise cash, including cashbox transactions. 

The PEG has chosen November 30, 2020, to allow companies more time to assess any unforeseen consequences of COVID-19-related financial and cash flow developments. It is then expected that companies will revert to seeking approvals for a maximum of 10 per cent of issued share capital, as set out in PEG’s Statement of Principles (5 per cent for general corporate purposes and 5 per cent for specified acquisitions and investments). The PEG notes that the Statement of Principles permits requests for disapplication of pre-emption rights outside these thresholds if there is proper consultation and engagement and comments that companies not adhering to these expectations are likely to see stronger opposition to disapplication and other resolutions at future AGMs. 

In light of the success of the additional flexibility in enabling companies to raise cash quickly and efficiently, the PEG is to engage with the Financial Conduct Authority, HM Treasury and other market participants to gather views on the process of issuing shares and possible changes to make the market more effective and competitive in the future.

(FRC, Pre-Emption Group extends additional flexibility for equity placings to 30 November 2020, 04.09.2020)

ICSA Guidance Note – Directors’ general duties under the Companies Act 2006

On August 25, 2020, the Chartered Governance Institute of the Institute of Chartered Secretaries and Administrators (ICSA) published an updated Guidance Note which provides practical guidance for directors of companies about their duties under the Companies Act 2006 (CA 2006), with a new section on the narrative reporting requirement in relation to section 172 CA 2006.

The Guidance Note covers the key elements of directors’ duties in Sections 171-182 CA 2006, and provides practical guidance on each of these key elements. 

In relation to reporting on the requirements in Section 172 CA 2006, which all large UK companies must do in the strategic report section of their annual report and on their website, the Guidance Note provides practical guidance on disclosures in relation to the following:

• How the longer-term consequences of board decisions have been taken into account
• The company’s employees
• Relationships with suppliers, customers and others 
• The impact on the community and the environment
• Safeguarding the company’s reputation
• Acting fairly between members of the company
• Access to the Guidance Note is free to members of ICSA and others who register for access on the ICSA website.

(ICSA, Updated guidance about directors’ duties by The Chartered Governance Institute, 25.08.2020)