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ICAP securities and derivatives exchange: new rulebooks

ICAP securities and derivatives exchange: new rulebooks

ICAP Securities & Derivatives Exchange Limited acquired the two trading platforms of PLUS Markets in the middle of last year.  These markets are now known as the ICAP Securities & Derivatives Exchange (ISDX) based in London.

ISDX operates two markets:

– ISDX Main Board (which is a regulated market); and
– ISDX Growth Market (which is an exchange regulated market).

ISDX Growth Market for SME growth companies

The ISDX Growth Market is focussed on attracting SME growth companies. ISDX has recently proposed a consultation on changes to the ISDX Growth Market (not the ISDX Main Board where the rules derive from ESMA/UKLA), including changes to both the ISDX Rules for Issuers and the ISDX Corporate Advisers Handbook.

The objectives of the rulebook changes are to be supported and include measures designed to improve the quality of issuers, the standards maintained by ISDX corporate advisers, the information available to investors, market liquidity and the standards of corporate governance applied by issuers admitted to trading on the ISDX Growth Market.

Website

ISDX expects that all issuers should maintain a website making available minimum categories of information required by investors.  ISDX recognises that there is an administrative burden and cost associated with the maintenance of a corporate website, but has determined that all SME growth company seeking to attract new investment and become admitted to trading on a public market should be expected to bear such a proportionate cost.

Corporate governance

We are starting to see greater pressure on issuers to provide better disclosure of how that issuer applies its chosen model of corporate governance.   In this regard, ISDX is proposing to upgrade from guidance to a formal requirement the obligation for an issuer to have due regard to the principles of the UK Corporate Governance Code.

We strongly recommend SME growth companies to consider their governance arrangements and the principles of the UK Corporate Governance Code through the lens of the Quoted Companies Alliance Corporate Governance Code for Small and Mid-Size Companies (Delivering Growth).  Seth Johnson, CEO of ISDX considers the Quoted Companies Alliance Corporate Governance Code to deliver “proportionate and practical guidance” and to represent “an invaluable resource for smaller quoted companies keen to punch above their weight”.

ISDX also recognises that it is important for directors of issuers to have an opportunity to devote sufficient time to each directorship and, accordingly, ISDX intends to introduce limits on the number of directorships held, subject to specific dialogue with ISDX on a case by case basis.  This represents a sensible and pragmatic approach.

Stamp duty

More positive news is that shares of companies traded on the ISDX Growth Market, AIM and other equivalent SME growth markets are soon to fall outside of the scope of stamp duty, as was announced in the UK Government’s Budget 2013.

Edward Craft

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