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In connection with its evaluation of the UK listing program described above, the FCA made a few modifications to the continuing commitments of noted companies, all of which ended up being effective on 29 July 2024 with the adoption of the UKLR sourcebook. In connection with the collapse of the previous premium and standard listing segments into the new industrial company classification, the Listing Principles (set out in UKLR 2) were simplified to require business business to: develop and preserve appropriate procedures, systems and controls to enable them to comply with their commitments under the UKLR (Principle 1); offer with the FCA in an open and co-operative manner (Concept 2); take sensible actions to allow its directors to understand their duties and obligations as directors (Principle 3); show stability towards the holders and potential holders of its listed securities (Principle 4); make sure that it deals with all holders of the same class of its listed securities that are in the same position equally in respect of the rights attaching to those listed securities (Concept 5); andcommunicate details to holders and possible holders of its listed securities in such a method as to prevent the production or extension of an incorrect market in those listed securities (Principle 6).

As part of the assessment on changes to the UK listing program, the decision was taken to retain the role of sponsor. Due to the fact that of the lighter-touch guideline of the new industrial company classification (notably a relaxation of investor approval requirements for considerable and related party deals as described listed below), a sponsor is now just required to be designated: in the context on an IPO, where a company is looking for admission for the very first time; in the context of a significant or associated celebration transaction, where a demand is made to the FCA for specific guidance or modification or waiver of the rules in UKLR 7 or UKLR 8; in the context of an associated celebration deal, to confirm the transaction is "reasonable and sensible"; in the context of a reverse takeover, to offer assistance and send a circular and prospectus; where needed by the FCA due to a breach (or suspected breach) of the UKLR or DTR sourcebooks; for specific transfers between listing categories; andin the context of additional share issuances, if a noted business is needed to send a file such as a prospectus to the FCA for approval.

ANSR July UK PRs

Appropriately, under UKLR 7, business business are required to make a market statement as soon as possible after the regards to a significant deal (25%+ on any among the class tests (consideration, possessions and capital), excluding transactions in the ordinary course of organization) are agreed. No statement requirements are prescribed for deals listed below that threshold, however the requirements of the UK Market Abuse Guideline (UK MAR) apply.

In the case of a disposal, the announcement must also include particular monetary info. There is also an overarching catch-all commitment to disclose any other appropriate circumstances or info essential to allow investors to assess the terms and impact of the transaction. No shareholder approval or circular requirements use to a substantial transaction, nor is there any requirement to appoint a sponsor (conserve where assistance, waiver or adjustments from the FCA are sought).

ANSR July UK PRs

How to Navigate UK Expansion in 2026

Under UKLR 7.5, reverse takeovers (100%+ on any one of the class tests (factor to consider, properties and capital)) continue to require a market statement, an FCA-approved circular and shareholder approval. Sponsor guidance must be gotten if a company is proposing to participate in a transaction which might amount to a reverse takeover and one must be selected in respect of the circular and any re-admission prospectus.

Appropriately, under UKLR 8, for deals involving a related party (for instance, a 20% investor or current/former director) which go beyond the 5% class test limit (excluding transactions in the regular course of company), the following requirements apply: board approval of the transaction, excluding any conflicted directors; composed verification from a sponsor that the transaction terms are "reasonable and reasonable"; anda market announcement as soon as possible after the deal terms are agreed which must consist of, amongst other requirements, a "fair and reasonable" statement by the board.

ANSR July UK PRs

The findings of the evaluation were published in July 2022 and included a number of suggestions to the government, the FCA and the Pre-Emption Group (PEG).