The Financial Conduct Authority (FCA) has published a statement reminding issuers of their disclosure obligations under the UK Market Abuse Regulation (UK MAR) in the context of the conflict in Ukraine. Also relevant in the context of Ukraine, a Bill is going through Parliament that will require overseas entities that own UK property to be entered on a register and disclose their beneficial owners.

FCA statement on events in Ukraine

The FCA statement reminds companies that if they fall within the scope of UK MAR they are required to disclose inside information as soon as possible, unless they can legitimately delay disclosure. The FCA says that issuers should carefully assess, on a continuing basis, what information constitutes inside information, recognising that both the conflict and governmental responses globally may alter the nature of information that is material to a business's assets, operations and prospects.

It recommends that companies assessing the effect of financial sanctions in all relevant jurisdictions take legal advice where necessary.

It also reminds companies that disclosure obligations continue to apply even when trading of securities has been suspended.

Our Sanctions Tracker

Our corporate crime team's Sanctions Tracker tracks sanctions measures in various jurisdictions. All the latest developments can be found on our Sanctions Notes blog.

Bill on register of overseas entities owning UK property

The Government has introduced the Economic Crime (Transparency and Enforcement) Bill into Parliament. It will require overseas entities that own land in the UK to be listed on a public register.

The Government first announced its intention to launch the register in 2018. The stated purpose was to increase transparency of ownership and prevent the use of UK land for money laundering. However, having released a draft bill in 2018, the Government's progress on the initiative stalled. In light of the conflict in Ukraine over the last two weeks, the proposal has come back into sharp focus and the Government intends to move fast to enact the Bill - it may come into force as soon as next week.

The Bill will require overseas entities that own land in the UK to be entered on a public register at Companies House. They will be required to:

  • take steps to identify their beneficial owner(s);
  • register information about their beneficial owner(s) at Companies House; and
  • update that information periodically (or confirm that the information on the register is up-to-date).

Any overseas entity that becomes, or has since 1 January 1999 become, the registered owner of any UK land will have to go on the register.

UK incorporated entities are already required to create a register and file information at Companies House about their beneficial ownership, through the register of people with significant control (PSC) regime, and so they are not covered by the new regime. The definition of beneficial owner and the information required in relation to beneficial owners in the Bill (as currently drafted) are substantially the same as under the PSC regime.

If an overseas entity fails to register with Companies House, or to comply with the duty to update the information, in most cases this will affect the ability of the entity to sell or lease the land, or create a charge over it, as the other party would be unable to register the transaction with the Land Registry. The Bill also sets out various sanctions that could be imposed on the entity, including fines for directors if they fail to comply.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.