Final Rules for UK-listed SPACs

August 24, 2021

On July 27, 2021, the Financial Conduct Authority (“FCA”) published a policy statement that includes final rules amending the UK Listing Rules, and new associated guidance, applicable to special purpose acquisition companies (“SPACs”).

The new rules and guidance came into force on August 10, 2021.

The final requirements are based on the FCA’s earlier consultation launched on April 30, 2021 (the “Consultation”).  The Consultation’s proposals focused on the presumption of suspension of trading for a UK-listed SPAC that (under the prior FCA rules) would be triggered when the SPAC announced an intended acquisition. In line with the Consultation’s proposals, the policy statement outlines key investor protections (described here as ‘eligibility criteria’) that must be embedded in the structure of a UK-listed SPAC in order for it to benefit from disapplication of the presumption of suspension.

In response to market feedback received during the Consultation, the final rules and guidance also provide for greater flexibility in relation to certain eligibility criteria. The FCA has also agreed to offer supervisory support to issuers seeking assurance, prior to admission to listing, that they are within the scope of the FCA’s guidance for the disapplication of the presumption of suspension.

Please click here to read the full alert memorandum.