NYSE Issues Guidance for Foreign Private Issuers on Press Release Requirements | Practical Law

NYSE Issues Guidance for Foreign Private Issuers on Press Release Requirements | Practical Law

The NYSE issued guidance to assist NYSE-listed foreign private issuers in complying with Section 203.01 of the NYSE's Listed Company Manual.

NYSE Issues Guidance for Foreign Private Issuers on Press Release Requirements

Practical Law Legal Update w-002-2057 (Approx. 3 pages)

NYSE Issues Guidance for Foreign Private Issuers on Press Release Requirements

by Practical Law Corporate & Securities
Published on 03 May 2016 • USA (National/Federal)
The NYSE issued guidance to assist NYSE-listed foreign private issuers in complying with Section 203.01 of the NYSE's Listed Company Manual.
On April 22, 2016, the NYSE issued guidance to assist NYSE-listed foreign private issuers (FPIs) in complying with Section 203.01 of the NYSE's Listed Company Manual. Among other things, Section 203.01 requires that a listed FPI that does not provide its audited financial statements (as included in its annual report with the SEC) to beneficial shareholders in a manner consistent with the physical or electronic delivery requirements applicable to annual reports set out in Rules 14a-3 and 14a-16 under the Exchange Act to issue a press release which:
  • States that the annual report has been filed with the SEC.
  • Includes the company's website address.
  • Indicates that shareholders have the ability to receive a hard copy of the complete audited financial statements free of charge upon request.
Section 203.01 also provides that:
  • The press release must be published in a manner consistent with the NYSE's press release policy set out in Section 202.06(C) of the Listed Company Manual.
  • For purposes of meeting the press release requirement of Section 203.01, a company may not utilize any method permitted under the Section 202.06(C)'s immediate release policy other than a press release.
The NYSE's new guidance states that, to fully comply with the press release requirement of Section 203.01, an FPI must:
  • Issue a broadly disseminated press release as discussed in Section 202.06. This requires an FPI to issue the news in a press release to the major news wire services, including, at a minimum, Dow Jones & Company, Inc., Reuters Economic Services, and Bloomberg Business News.
  • Receive a confirmation from the respective news wire agencies that the release has been broadly disseminated in the US.
The guidance also clarifies that the following is not sufficient to fulfill the press release requirement of Section 203.01:
  • Sending a press release only to the NYSE's Market Watch group via the Timely Alerts System.
  • Posting the press release only on the company's website.
  • Filing a Form 6-K with this news announcement.
  • Sending a press release to one or more of the major news wire services that is ultimately not broadly disseminated in the US.