COVID-19 is leading to a large wave of recapitalisations for UK PLCs. We are concerned that UK retail investors are not receiving their entitlements to participate in these often discounted fundraisings.
Here are the facts:
The FCA’s welcome stance on pre-emption rules has enabled companies to issue up to 20% of their share capital quickly and without a rights offering to broader shareholders.
UK PLCs are now issuing significant amounts of shares directly to institutional investors and typically at discounts to already depressed share prices. As of the date of this letter, this includes ASOS PLC, Hays PLC, Hotel Chocolat Group PLC, Informa PLC, Joules PLC, MJ Gleeson, SSP PLC and WH Smith PLC.
The FCA Statement of Policy stresses the importance of “retaining an appropriate degree of investor protection” and that “Issuers can play an important role in delivering ‘soft pre-emption’ in the placings”
While we recognise the need for businesses to raise equity capital in an expedited fashion, we are concerned that no protections are being afforded to retail investors.
Technology exists today to run a retail offer as part of an accelerated fundraise, with no delay to the issuance timeline or impact on pricing. www.primarybid.com, for example, has partnered with London Stock Exchange to do exactly this (at no cost to individual investors).
We encourage UK PLCs and their boards to protect individual shareholders and employees by respecting their rights to participate alongside the institutional investors, management teams and board members.
This is more than just good governance
Retail investors are showing unprecedented support for UK PLCs. In recent weeks, they represented over 20% of the volume on the FTSE All Share with 60-74% of this volume being BUY orders. UK stockbroking platforms are reporting over three-fold increases in new account openings. They can and should represent a powerful source of funds for listed companies.  
This letter requests the following calls to action:
UK PLCs consider the FCA guidance by “exercising their right to be consulted on, and to direct, bookrunners’ allocation policies” and mandate retail tranches as part of a fundraise
All deal advisors ensure retail investors are part of their thinking when structuring a fundraise
Retail investor industry bodies continue working with The Pre-Emption Group (PEG) and the Association for Financial Markets in Europe (AFME) to ensure that best-practice guidance makes reference to the importance of retail involvement in accelerated capital raisings.”
We urge anyone who has sympathy with our views to sign this open letter and draw attention to this important issue.
Note to editors: This open letter is being coordinated by PrimaryBid, a partner of London Stock Exchange.
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