Listing regime – end of transitional period under the new UKLRs

The transitional period given to companies to allow them time to comply with certain provisions in the new UK Listing Rules (UKLRs) ended on 29 January 2025.

The UKLRs, which radically overhauled the listing regime in the UK, came into force on 29 July 2024 (see our blog post here for more detail on the new regime as well as links to our snapshots which contain more detail on the new rules). There is now a single listing category for equity shares in commercial companies (the ESCC category) and all companies that were previously premium listed automatically moved into that category. Companies that were standard listed under the old regime moved into the equity shares (transition) category.

Listed companies were given until 29 January 2025 to comply with the following provisions:

• Key person contact details (UKLR 1.3.5) – Companies must provide the Financial Conduct Authority (FCA) with the contact details of at least two executive directors (or, where the issuer has no executive directors, at least 2 of its directors). The details to be provided include their name, business telephone number and business email address.
• Service of notices (UKLR 1.3.7 and 1.3.8) – An issuer must ensure the FCA has, at all times, up-to-date contact details of a nominated person at the issuer, including their address for the purposes of receiving service of relevant documents. The address must be either an email address, where the issuer provides written consent to receive service of relevant documents by email, or a postal address in the UK. These new requirements (to provide contact details for key persons and to nominate a person to receive notices) are in addition to the requirement for listed companies, carried over from the old Listing Rules, to provide the FCA with the details of an appropriate person to act as the first point of contact with the FCA in relation to the company's compliance with the UKLRs, UK MAR and the Transparency Rules.
• Listing Principles for companies that were previously standard listed – Under the UKLRs, there is a single set of Listing Principles which applies to all issuers (UKLR 2). A company that was previously standard listed (and is now in the transition category) must now:
   
  • Listing Principle 3: take reasonable steps to enable its directors to understand their responsibilities and obligations as directors;
  • Listing Principle 4: act with integrity towards the holders and potential holders of its listed securities;
  • Listing Principle 5: ensure that it treats 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; and 
  • Listing Principle 6: communicate information to holders and potential holders of its listed equity shares in such a way as to avoid the creation of a false market in those listed securities.