On 1 July, precisely six months after the UK left the European Union, the UK Government’s Chancellor of the Exchequer announced planned reforms designed to re-focus and modernise the UK’s financial services industry.
Several fund managers have elected not to participate in Deliveroo Holdings plc’s (Deliveroo) impending initial public offering (IPO), with concerns over the company’s treatment of workers and the dual class share structure. The roster includes Legal and General Investment Management, which is the UK’s largest fund manager with £1.3tn of assets under management. Similarly, M&G, Aberdeen Standard Investments and Aviva Investors have told the Financial Times that they too will “shun” the listing (“Legal and General joins investors shunning Deliveroo IPO”, Financial Times, 25 March 2020).
Deliveroo is a popular online food delivery company founded in London. Customers use an app or website to order food from grocers, local restaurants or ‘ghost kitchens’ and the food is delivered by self-employed bicycle or motorcycle couriers. Revenue is generated by charging fees to both restaurants and customers.
By Sam Pearse
The UK Government has launched a Consultation regarding cryptoassets, focussing on whether unregulated cryptoassets should fall within the financial promotions regime, thereby affording protection for consumers. There is no immediate impact on cryptoasset businesses, but the regulatory landscape is changing.
The UK Financial Services and Markets Act 2000 sets out restrictions on the communication of invitations or inducements to engage in investment activity, such as investing in securities. In brief terms, only those persons who are authorised by the Financial Conduct Authority (FCA) may make such communications, or persons who are making a communication which as been authorised by an authorised person. Incidentally, the ‘approved communications’ exemption is also being reviewed by HM Treasury and our article about that can be found here.
At its core, the restriction on financial promotion is intended to protect consumers from being mis sold products, whether by virtue of being provided with insufficient information or by fraudulent activity or investing in immature or inadequate market infrastructures. Continue reading “UK Government Consultation on the Promotion of Cryptoassets”
By Sam Pearse
As previously reported (see here), the UK Government launched the Future Fund on 20 May, with the intention of providing financial support to British start-ups. It has proved to be popular, with over £320m of convertible loans to 322 businesses having been approved.
One of the criteria for accessing the Future Fund was that the applicant had to be a UK-incorporated company or a group with a UK ultimate holding company. The UK Treasury has now elected to expand the programme to include certain overseas companies.
It is not uncommon for British start-up businesses to incorporate outside of the UK, or put a non-UK holding company in place, in order to be eligible for local funding programmes. For example, European businesses may incorporate in the US in order to be more attractive to investors in the US and being able to participate in US accelerator programmes. After all, the US seed and venture capital market has much deeper pockets than its European equivalents.
In order to address this, the British Business Bank has announced the expansion of the Future Fund in order to:
Revised eligibility – overview
By Sam Pearse
On 20 April the United Kingdom’s Chancellor of the Exchequer announced that the UK Government would launch the Future Fund as part of the British Business Bank Coronavirus Business Interruption Loan Scheme. The Future Fund is intended to provide support to the UK’s innovative companies with good potential, for which we might read start-ups, growth companies or emerging companies. The Future Fund was launched on 20 May. This alert summarises the scheme, eligibility and the application process.
What financing is available?
By Sam Pearse
- AGMS for UK-incorporated public limited companies can and should still go ahead during the lockdown.
- Companies should take advantage of any flexibility in their articles of association to hold meetings either virtually or partly in-person and partly virtually.
- Companies can still hold AGMs even if their articles of association have not been amended to take advantage of the flexibility available to them, however they should consider amending their articles of association for subsequent years.
- Shareholders will be able to vote using proxy forms but should expect to have less opportunity for Q&A.
The annual general meeting (AGM) season is upon us. English company law requires public limited companies (English private companies do not have to hold AGMs, and most dispensed with them once the Companies Act 2006 (CA 2006) came into force) to hold their AGMs to be held within six months of the financial year end. With most public companies closing their books on 31 December, that means that the bulk of the AGMs need to be concluded before 30 June with notices calling the meetings being sent out by early June.
By Sam Pearse
- The OECD and HMRC have issued guidance on the impact of Covid-19 on corporate residence and permanent establishment.
- Both have expressed sympathy and understanding, and intimated that the restrictions caused by Covid-19 will not have an impact on assessment.
The travel restrictions imposed as a result of trying to control the spread of Covid-19 present myriad issues for corporate groups. Two such problems are the impact on the corporate residence of a company and whether a permanent establishment in the UK could be unwittingly created.
Her Majesty’s Revenue and Customs (HMRC) and the Organisation for Economic Co-operation and Development (OECD) have published guidance setting out their views on the impact of travel restrictions.