Building Resilient Supply Networks for 2026

In connection with its review of the UK listing regime described above, the FCA made a couple of modifications to the continuing obligations of listed companies, all of which became effective on 29 July 2024 with the adoption of the UKLR sourcebook. In connection with the collapse of the previous premium and basic listing segments into the new commercial business category, the Listing Principles (set out in UKLR 2) were simplified to need business companies to: develop and preserve appropriate treatments, systems and controls to allow them to comply with their obligations under the UKLR (Concept 1); handle the FCA in an open and co-operative way (Principle 2); take reasonable steps to allow its directors to comprehend their duties and obligations as directors (Principle 3); show integrity towards the holders and prospective holders of its listed securities (Principle 4); guarantee that it treats all holders of the same class of its listed securities that remain in the very same position similarly in regard of the rights attaching to those noted securities (Concept 5); andcommunicate information to holders and potential holders of its listed securities in such a way as to prevent the creation or continuation of an incorrect market in those listed securities (Concept 6).

As part of the consultation on changes to the UK listing regime, the decision was required to retain the function of sponsor. Because of the lighter-touch policy of the brand-new commercial business classification (especially a relaxation of shareholder approval requirements for significant and related celebration deals as described below), a sponsor is now only required to be appointed: in the context on an IPO, where a business is seeking admission for the very first time; in the context of a significant or related celebration deal, where a request is made to the FCA for individual assistance or adjustment or waiver of the rules in UKLR 7 or UKLR 8; in the context of an associated party deal, to verify the transaction is "fair and sensible"; in the context of a reverse takeover, to supply guidance and send a circular and prospectus; where required by the FCA due to a breach (or believed breach) of the UKLR or DTR sourcebooks; for specific transfers in between listing categories; andin the context of additional share issuances, if a listed company is needed to submit a document such as a prospectus to the FCA for approval.

ANSR July UK PRs

Accordingly, under UKLR 7, industrial business are required to make a market statement as soon as possible after the terms of a considerable transaction (25%+ on any one of the class tests (consideration, possessions and capital), omitting transactions in the regular course of company) are agreed. No statement requirements are recommended for transactions listed below that threshold, however the requirements of the UK Market Abuse Policy (UK MAR) apply.

In the case of a disposal, the announcement needs to likewise include specific financial information. There is also an overarching catch-all obligation to disclose any other relevant situations or information necessary to make it possible for shareholders to evaluate the terms and impact of the deal. No shareholder approval or circular requirements use to a substantial transaction, nor is there any requirement to appoint a sponsor (conserve where guidance, waiver or adjustments from the FCA are sought).

ANSR July UK PRs

Will AI Tools Accelerate UK Growth?

Under UKLR 7.5, reverse takeovers (100%+ on any one of the class tests (factor to consider, assets and capital)) continue to need a market statement, an FCA-approved circular and shareholder approval. Sponsor assistance must be obtained if a business is proposing to participate in a deal which could total up to a reverse takeover and one must be selected in regard of the circular and any re-admission prospectus.

Appropriately, under UKLR 8, for deals including a related celebration (for instance, a 20% investor or current/former director) which go beyond the 5% class test threshold (leaving out transactions in the normal course of service), the following requirements apply: board approval of the deal, excluding any conflicted directors; composed confirmation from a sponsor that the transaction terms are "reasonable and reasonable"; anda market announcement as soon as possible after the transaction terms are concurred which need to include, among other requirements, a "fair and sensible" statement by the board.

ANSR July UK PRs

The UK Secondary Capital Raising Review, led by Mark Austin MBE, was launched in October 2021 to investigate improving further capital raising processes for listed business in the UK (read our summary here). The findings of the review were released in July 2022 and included several recommendations to the federal government, the FCA and the Pre-Emption Group (PEG). PEG reacted and welcomed the suggestions, consequently releasing an updated variation of its Declaration of Principles on 4 November 2022.