Strategic Enterprise Management Tips for 2026

In connection with its review of the UK listing program explained above, the FCA made a few 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 brand-new commercial business classification, the Listing Principles (set out in UKLR 2) were simplified to need industrial companies to: establish and maintain appropriate treatments, systems and controls to allow them to abide by their obligations under the UKLR (Concept 1); offer with the FCA in an open and co-operative manner (Principle 2); take reasonable actions to allow its directors to understand their responsibilities and obligations as directors (Principle 3); show stability towards the holders and possible holders of its listed securities (Principle 4); make sure that it deals with all holders of the exact same class of its listed securities that are in the exact same position similarly in regard of the rights connecting to those listed securities (Principle 5); andcommunicate info to holders and prospective holders of its listed securities in such a method as to prevent the production or extension of an incorrect market in those listed securities (Concept 6).

As part of the consultation on modifications to the UK listing program, the choice was taken to retain the role of sponsor. However, due to the fact that of the lighter-touch guideline of the new industrial company category (notably a relaxation of investor approval requirements for significant and associated party deals as explained listed 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 considerable or related celebration transaction, where a request is made to the FCA for private guidance or modification or waiver of the rules in UKLR 7 or UKLR 8; in the context of an associated party transaction, to confirm the deal is "fair and reasonable"; in the context of a reverse takeover, to provide assistance and submit a circular and prospectus; where required by the FCA due to a breach (or suspected breach) of the UKLR or DTR sourcebooks; for certain transfers in between listing classifications; andin the context of additional share issuances, if a listed company is required 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 announcement as quickly as possible after the terms of a considerable deal (25%+ on any one of the class tests (factor to consider, properties and capital), leaving out deals in the ordinary course of company) are concurred. No announcement requirements are recommended for deals listed below that threshold, however the requirements of the UK Market Abuse Regulation (UK MAR) apply.

In the case of a disposal, the statement needs to likewise include certain monetary details. There is also an overarching catch-all commitment to divulge any other relevant circumstances or information necessary to allow investors to assess the terms and effect of the deal. No investor approval or circular requirements apply to a substantial transaction, nor is there any requirement to select a sponsor (save where assistance, waiver or adjustments from the FCA are looked for).

ANSR July UK PRs

Ethical Mandates and Green Banking Trends

Under UKLR 7.5, reverse takeovers (100%+ on any among the class tests (consideration, assets and capital)) continue to need a market announcement, an FCA-approved circular and investor approval. Sponsor guidance must be gotten if a company is proposing to enter into a deal which could amount to a reverse takeover and one must be selected in regard of the circular and any re-admission prospectus.

Accordingly, under UKLR 8, for transactions including an associated celebration (for instance, a 20% shareholder or current/former director) which exceed the 5% class test limit (excluding deals in the regular course of company), the list below requirements apply: board approval of the deal, excluding any conflicted directors; composed verification from a sponsor that the deal terms are "reasonable and sensible"; anda market announcement as quickly as possible after the deal terms are concurred which should include, amongst other requirements, a "fair and affordable" declaration by the board.

ANSR July UK PRs

The UK Secondary Capital Raising Evaluation, led by Mark Austin MBE, was released in October 2021 to investigate enhancing further capital raising processes for listed companies in the UK (read our summary here). The findings of the review were published in July 2022 and included several suggestions to the federal government, the FCA and the Pre-Emption Group (PEG). PEG reacted and welcomed the recommendations, subsequently releasing an upgraded version of its Statement of Principles on 4 November 2022.