Amendments to Technical Note on Sponsors’ Record Keeping Requirements

Pictured: Nikhil Rathi, Chief Executive at the FCA

Context

Following on from a consultation on 11 July 2024. The Knowledge Base is the FCA’s repository of non-handbook commentary that has the status of formal FCA guidance. It is a series of short procedural and technical notes ordered by topic. The notes relate to aspects, among others, of the UK Listing Rules, Prospectus Regulation Rules and Disclosure Guidance and Transparency Rules. The information is designed to help issuers, sponsors and practitioners interpret these rules.

Rules and Guidance

• UKLR 4.2.1R

• UKLR 24.2.12R

• UKLR 24.2.14R

• UKLR 24.2.16R

• UKLR 24.3

• UKLR 24.4.10R

• UKLR 24.4.12R

• UKLR 24.4.21R

• UKLR 24.4.25R

• UKLR 24.4.26G

• UKLR24.4.27G

• UKLR 24.5.2R

• UKLR 24.5.10R

• UKLR24.5.12R.

Key Changes

• Sponsors record keeping obligations:

• Records should demonstrate compliance with UKLR 24.

• Records must be kept for at least 6 years in an accessible form.

• Recording material judgements underlying a sponsor declaration

• Records must explain material judgments and decisions, including the analysis and facts considered.

• Email records should include substantive discussions (e.g., advice, material judgments, or conflicts of interest) but not purely administrative correspondence.

• Emails relating to a sponsor service

• Records of meetings and calls:

  • Near-contemporaneous preparation of meeting notes or file records is recommended.

• Records of supervision of the deal team

• Use of control schedules

• Records relating to other sponsor systems, controls and obligations