With effect from 26 June 2017, UK AIM companies (as well as NEX Exchange Growth Market companies) are now within scope of the UK’s ‘persons with significant control’ (PSC) regime.
Although changes to the PSC regime have been anticipated for some time, it was not until the relevant regulations were published on Friday 23 June that it was confirmed that AIM companies would lose their previous exemption.
The effect is that in addition to complying with the significant shareholder notification requirements under Chapter 5 of the Disclosure Guidance and Transparency Rules (DTR5) and the disclosure requirements under the AIM rules, an AIM company will now need to keep and maintain a new statutory register known as the PSC register.
Some AIM companies with private UK subsidiaries will already be familiar with the PSC regime as it has applied to non-listed UK companies and UK LLPs since 6 April 2016. For other companies, the regime will be entirely new.
When must AIM companies comply?
UK AIM companies must have their PSC register in place by Monday 24 July 2017. AIM companies must therefore start investigating and collating information now; if they do not have complete information by 24 July then their register must include the relevant statutory statement. The relevant PSC information or appropriate statutory statements must also be filed with Companies House within 14 days using the relevant Companies House Forms PS01 to PPS09. Although the legislation is not entirely clear on this, it would seem that the first such filing should be made to Companies House by Monday 7 August 2017.
At all times the PSC register must also be kept up to date; this means that companies will need to amend their PSC register within 14 days of obtaining any changes to PSC information and make a new filing at Companies House within a further 14 days.
What information must the PSC register record?
The company’s own PSC register is required to give information of any individual who exercises ‘significant control’ over the company. This means individuals who ultimately own or control more than 25% of the company’s shares or voting rights, can appoint or remove a majority of the board or who otherwise exercise significant influence or control over the company must be identified on the register. These requirements are different to the disclosure requirements under DTR5 and the AIM rules.
If control is exercised through another legal entity then that legal entity may need to be included on the PSC register rather than the individual, provided the legal entity holds its own PSC register or is listed on certain identified stock exchanges. If however an individual exercises control through a non-UK company (save for those which are listed on certain identified stock exchanges) the company must ‘look through’ those entities to find the relevant individuals who exercise control.
Need further information on PSC?
The content of this article is for general information only. For further information regarding how the PSC regime will effect UK AIM companies, please contact Adrian Possener, Andrea Curtis or a member of the Birketts’ Corporate Finance Team.
This article is from the autumn 2017 issue of Inside Out, Birketts new commercial newsletter on current and upcoming legislation. To download the latest issue, please visit the newsletter section of our website. Law covered as at October 2017.
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The content of this article is for general information only. It is not, and should not be taken as, legal advice. If you require any further information in relation to this article please contact the author in the first instance. Law covered as at July 2017.