Analyzing UK Industry Reports for 2026

In connection with its evaluation of the UK listing regime described above, the FCA made a few changes to the continuing obligations of listed business, all of which became reliable on 29 July 2024 with the adoption of the UKLR sourcebook. In connection with the collapse of the previous premium and standard listing sectors into the brand-new commercial company category, the Listing Concepts (set out in UKLR 2) were simplified to need commercial business to: develop and keep sufficient treatments, systems and controls to allow them to comply with their obligations under the UKLR (Principle 1); handle the FCA in an open and co-operative manner (Principle 2); take affordable steps to allow its directors to comprehend their duties and commitments as directors (Principle 3); act with stability towards the holders and prospective holders of its listed securities (Principle 4); ensure that it treats all holders of the same class of its listed securities that are in the very same position similarly in respect of the rights connecting to those listed securities (Principle 5); andcommunicate info to holders and possible holders of its listed securities in such a way regarding avoid the development or extension of a false market in those listed securities (Principle 6).

As part of the consultation on modifications to the UK listing routine, the choice was required to maintain the role of sponsor. However, due to the fact that of the lighter-touch guideline of the brand-new commercial business category (especially a relaxation of investor approval requirements for considerable and related party deals as explained below), a sponsor is now only required to be selected: in the context on an IPO, where a business is looking for admission for the first time; in the context of a substantial or associated party transaction, where a demand is made to the FCA for specific guidance or adjustment or waiver of the guidelines in UKLR 7 or UKLR 8; in the context of a related celebration transaction, to confirm the deal is "reasonable and sensible"; in the context of a reverse takeover, to supply guidance and submit a circular and prospectus; where required by the FCA due to a breach (or believed breach) of the UKLR or DTR sourcebooks; for certain transfers between listing classifications; andin the context of further share issuances, if a noted business is required to submit a document such as a prospectus to the FCA for approval.

ANSR July UK PRs

Appropriately, under UKLR 7, industrial business are needed to make a market announcement as quickly as possible after the terms of a significant transaction (25%+ on any one of the class tests (factor to consider, possessions and capital), leaving out deals in the normal course of business) are concurred. No announcement requirements are recommended for deals below that threshold, however the requirements of the UK Market Abuse Regulation (UK MAR) use.

In the case of a disposal, the announcement must likewise consist of specific financial information. There is also an overarching catch-all responsibility to disclose any other relevant situations or info required to enable investors to assess the terms and impact of the deal. No shareholder approval or circular requirements apply to a considerable deal, nor is there any requirement to designate a sponsor (save where guidance, waiver or adjustments from the FCA are sought).

ANSR July UK PRs

Building Resilient Supply Networks for 2026

Under UKLR 7.5, reverse takeovers (100%+ on any one of the class tests (consideration, possessions and capital)) continue to need a market announcement, an FCA-approved circular and shareholder approval. Sponsor guidance need to be gotten if a company is proposing to participate in a deal which could total up to a reverse takeover and one must be appointed in respect of the circular and any re-admission prospectus.

Appropriately, under UKLR 8, for deals involving an associated party (for instance, a 20% investor or current/former director) which go beyond the 5% class test limit (leaving out transactions in the ordinary course of organization), the following requirements use: board approval of the transaction, excluding any conflicted directors; written verification from a sponsor that the transaction terms are "reasonable and sensible"; anda market announcement as soon as possible after the deal terms are concurred which must include, amongst other requirements, a "fair and reasonable" statement by the board.

ANSR July UK PRs

The UK Secondary Capital Raising Evaluation, led by Mark Austin MBE, was launched in October 2021 to examine improving more capital raising processes for noted companies in the UK (read our summary here). The findings of the review were released in July 2022 and included numerous recommendations to the government, the FCA and the Pre-Emption Group (PEG). PEG reacted and invited the recommendations, subsequently issuing an upgraded version of its Declaration of Principles on 4 November 2022.