Courtesy of COVID-19 Listed Companies Have Extended Filing Periods
Securities and Exchange Commission (SEC
On March 25, 2020, the Securities and Exchange Commission (SEC) issued a series of orders that extend the filing periods covered by its previous conditional reporting relief of March 4, 2020 for public companies, funds and investment advisers that may be affected by COVID-19.
Relief Related to Securities Exchange Act of 1934 (Exchange Act)
The SEC’s Order of March 25, 2020, (Exchange Act Order) supersedes and extends the SEC’s Original Order of March 4, 2020 (Exchange Act Original Order) and, subject to certain conditions, provides public companies with a 45-day extension to make certain filings with the SEC under the Exchange Act, including annual and periodic disclosure reports that would otherwise have been due between March 1 and July 1, 2020. Schedule 13D, Section 16 and Section 13(p) filings are excluded.
A company relying on the Exchange Act Order must furnish to the SEC, by no later than the original due date for the SEC disclosure report, a report on Form 8-K or Form 6-K (as applicable) stating that it is relying on the order; a brief description of the reasons why it could not file the disclosure report on a timely basis; the estimated date by which the disclosure report is expected to be filed; and if material, a risk factor explaining the impact of COVID-19 on its business. In addition, if the reason the disclosure report cannot be filed by its original due date relates to the inability of any person, other than the issuer, to furnish a required opinion, report or certification, the Form 8-K or Form 6-K must have attached as an exhibit a statement signed by such person stating the specific reasons why the person is unable to furnish the required document on or before the date the report must be filed. The SEC may provide extensions to the time period for the relief, with any additional conditions it deems appropriate, or provide additional relief as circumstances warrant.
FCA Publishes Statement on Delays to Audited Annual Financial Reports
On March 26, the UK’s Financial Conduct Authority (FCA) published a statement of policy announcing temporary relief to listed companies that are required to publish audited annual financial reports pursuant to DTR 4.1 (the Statement).
The Statement confirms that listed companies will have six months from their year-end to publish their audited financial statements instead of the usual four. In the Statement, the FCA strongly recommends that listed companies review all elements of their timetables for publication of financial information in order to make appropriate use of the time available within regulatory deadlines to ensure accurate and carefully prepared disclosures. The FCA then urges market participants not to draw undue adverse inferences when companies make use of the extra time provided under this temporary delay.
In connection with the Statement, on March 21 the FCA published a statement requesting companies observe a moratorium of at least two weeks on the publication of their preliminary statements of account. The FCA confirmed that they were in talks with the Financial Reporting Council and Prudential Regulation Authority on a package of relief measures. On March 26, the FCA confirmed that the moratorium period ends on April 5.
The Statement is available here.