Navigating UK Trade Trends for 2026

In connection with its review of the UK listing program described above, the FCA made a couple of changes 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 sectors into the new business company classification, the Listing Concepts (set out in UKLR 2) were streamlined to require commercial business to: develop and maintain adequate treatments, systems and controls to enable them to abide by their responsibilities under the UKLR (Concept 1); deal with the FCA in an open and co-operative manner (Principle 2); take sensible steps to enable its directors to understand their obligations and responsibilities as directors (Principle 3); act with integrity towards the holders and potential holders of its listed securities (Principle 4); guarantee that it deals with all holders of the exact same class of its listed securities that are in the same position similarly in regard of the rights connecting to those noted securities (Concept 5); andcommunicate info to holders and prospective holders of its listed securities in such a way regarding avoid the creation or continuation of a false market in those listed securities (Principle 6).

As part of the consultation on modifications to the UK listing program, the decision was taken to retain the function of sponsor. Because of the lighter-touch guideline of the brand-new commercial business category (especially a relaxation of shareholder approval requirements for significant and related celebration transactions as explained below), a sponsor is now only required to be appointed: in the context on an IPO, where a business is seeking admission for the first time; in the context of a significant or associated celebration transaction, where a request 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 a related party deal, to validate the deal is "fair and reasonable"; in the context of a reverse takeover, to supply assistance 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 specific transfers in between listing classifications; andin the context of additional share issuances, if a listed company is required to submit a file such as a prospectus to the FCA for approval.

ANSR July UK PRs

Appropriately, under UKLR 7, business companies are required to make a market announcement as soon as possible after the regards to a considerable transaction (25%+ on any one of the class tests (consideration, assets and capital), leaving out transactions in the regular course of company) are concurred. No announcement requirements are recommended for transactions below that threshold, but the requirements of the UK Market Abuse Regulation (UK MAR) apply.

In the case of a disposal, the statement should likewise include certain monetary information. There is also an overarching catch-all obligation to disclose any other pertinent situations or info necessary to make it possible for investors to evaluate the terms and effect of the deal. No shareholder approval or circular requirements apply to a substantial deal, nor exists any requirement to appoint a sponsor (conserve where guidance, waiver or adjustments from the FCA are looked for).

ANSR July UK PRs

Key Investment Trends for UK Growth

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

Appropriately, under UKLR 8, for transactions involving an associated celebration (for instance, a 20% shareholder or current/former director) which surpass the 5% class test limit (excluding transactions in the common course of business), the list below requirements apply: board approval of the transaction, leaving out any conflicted directors; composed confirmation from a sponsor that the transaction terms are "fair and sensible"; anda market announcement as quickly as possible after the transaction terms are concurred which need to include, 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 recommendations to the government, the FCA and the Pre-Emption Group (PEG).