Listing regime – new UK Listing Rules published and invitation to our webinar

The FCA has published a Policy Statement (PS24/6) containing the final new UK Listing Rules (UKLRs) to implement the radical restructuring of the UK listing regime (proposed in CP23/31). While the genesis of the rule changes is the desire to attract more companies to list in London, they will have a significant impact on existing listed companies.

We will be discussing the new UKLRs in a webinar on Monday 15 July – see below for further details.

UKLRs

The new rules, which involve a complete re-write of the rule book, will come into force on 29 July 2024 – and obligations in the current rules not carried across to the new UKLRs will fall away on that date.

Proceeding with substantially all of the trailed proposals from December 2023 and March 2024, under the new UK listing regime:

• shareholder votes will no longer be required for significant/Class 1 transactions;

• shareholder votes will no longer be required for related party transactions;

• a modified sponsor regime will remain a cornerstone of investor and market protection;

• relationship agreements with controlling shareholders will no longer be mandatory; and

• there will be significant changes to the eligibility requirements for IPO candidates, moving to a disclosure-based rather than rules-based regime as well as adding institutions to the categories of people who can hold enhanced voting rights in a company with a dual class share structure.

All premium listed companies will automatically migrate to the new Equity Shares (Commercial Companies) (ESCC) category; standard listed companies will move to a new transition category; and overseas companies with a secondary listing in London will have their own category.

Changes to the Official List will start to appear from 26 July 2024 ahead of the implementation date of 29 July 2024.

As standard listed companies in the transition category will not immediately become eligible for FTSE inclusion, FTSE Russell are expecting minimal immediate impact to the index composition on day one of the new regime.

UK MAR and the DTRs continue to apply in the same way and are largely unchanged.

Further information

Snapshots

You will find more detail on the new UKLRs in our three snapshots:

• UKLR – changes for listed companies: this is a one-page summary of the key changes for existing listed companies migrating from the premium segment to the new ESCC category;

• UKLR – new rules snapshot: this is a two-page summary of the new UKLRs for ESCC companies; and

• UKLR – the final rules are out: this is a detailed comparison of the CP23/31 proposals against the final UKLRs with details of the changes.

Invitation to our webinar

We also invite you join our webinar on the new rules next Monday 15 July at 12.30 to 1.15 pm. Please click here to register.