Two recent Financial Conduct Authority enforcement notices1 focus on when and how disclosures by a listed company may be considered misleading - a basic disclosure requirement that is sometimes taken for granted.
The relevant regulatory requirements, which are included in both the Listing Rules (LR1.3.3R) and the Disclosure Guidance and Transparency Rules (DTR1A.3.2) is that an issuer of listed securities must take reasonable care to ensure that any information that it notifies to a regulatory information service (i.e. information disclosed in satisfaction of regulatory obligations) “is not misleading, false or deceptive and does not omit anything likely to affect the import of the information”.
In considering these requirements, the FCA appears to put emphasis on the following:
While these cases are very fact specific - the FCA is clearly intending to send a wider message to all issuers to consider the impact, as well as the content, of public disclosures.
Authored by Jonathan Baird, Nicola Evans, Erik Jamieson, Maegen Morrison, Raj S. Panasar, and Daniel Simons.
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