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Among the essential changes made to the program was to collapse the previous premium and standard listing segments of the managed market into a flagship single listing classification for Equity Shares in Industrial Business (ESCC), referred to as the "commercial business" category. Whilst the intention was to introduce lighter-touch guideline for the commercial business classification (compared to the previous premium listing section) the brand-new guidelines still represented an action up from the previous standard listing requirements.
The shift classification is closed to brand-new applicants and to transfers from other classifications. The FCA has actually not yet set a specific end date for the shift category, but this will be kept under review. The key arrangements of the UKLR sourcebook for business companies are set out in the table below: Key contents of the UKLR sourcebook for industrial companiesUKLR 1Preliminary: all securitiesThe FCA can do without particular UKLR requirements as it considers appropriate.
UKLR 2Listing PrinciplesThe Listing Principles need business to, amongst others, establish and preserve adequate procedures, systems and controls to enable them to abide by their responsibilities under the UKLR (Listing Concept 1) and deal with the FCA in an open and co-operative way (Listing Principle 2). UKLR 3Requirements for listing: all securitiesShares should be freely transferable, completely paid and complimentary from all limitations on the right to transfer.
UKLR 5Equity shares (industrial companies): requirements for admission to listingAt least 10% of shares of the noted class should be distributed to the public (i.e.
A company needs to embrace a constitution allowing it to comply with the UKLR. UKLR 6Equity shares (business companies): continuing obligationsCommercial companies are subject to continuing commitments, including: annual reporting requirements (consisting of compliance with the UK Corporate Governance Code, or a description in the event of non-compliance); compliance with climate and diversity disclosure requirements; and market announcement requirements.
The significant deal announcement should include specified info, consisting of: the advantages and dangers of the transaction; a statement on the effect of the deal on the group's earnings, assets and liabilities; details of any break cost; a "benefits" statement by the board; and any other relevant info necessary to support investor engagement and market transparency.
UKLR 9Equity shares (industrial business): further issuances, dealing in own securities and treasury sharesPre-emption rights apply to the company's listed shares. Particular rules use in relation to rights concerns, open deals and placings (and a maximum 10% discount rate uses to open deals and placements). UKLR 10Equity shares (industrial companies): material of circularsShareholder circulars need to comply with particular content requirements, and circulars in relation to particular deals (including a reverse takeover) needs to be authorized by the FCA.UKLR 20Admission to listing: procedures and proceduresSpecific procedural and documentary requirements are set out in relation to an application for listing of securities (including the submission timing of offering documents to the FCA). UKLR 21Suspending, cancelling, restoring listing and transfer in between listing categories: all securitiesThe FCA may suspend the listing of a company's securities if the smooth operation of the marketplace is, or might be, momentarily jeopardised or it is needed to protect financiers.
In addition to the brand-new industrial company classification, the FCA likewise created new categories for international secondary listings (UKLR 14) and shell companies (UKLR 13). For shell business and SPACs, in the UKLR, the FCA mainly maintained the rules that had applied to the previous basic listing section, with enhanced eligibility requirements setting time frame within which preliminary deals need to be completed by SPACs.
In addition, the FCA went back to a guidance-based technique allowing larger SPACs to voluntarily put in location sufficient investor defenses to avoid an anticipation of suspension of listing as and when an initial transaction is revealed. Ahead of publication of the UKLR and to give impact to the recommendations coming out of Lord Hill's evaluation, the FCA carried out specific modifications to eligibility requirements set out in the then Listing Rules with impact from completion of December 2021, especially to minimize the totally free float requirement from 25% in "public hands" to 10% and to increase the minimum market capitalization limit for premium and standard listing segments from 700,000 to 30 million (read our summary here). With the UKLR, the FCA made more modifications to eligibility criteria consisting of the adoption of a single set of Noting Principles (to reflect the collapse of the previous premium and standard listing segments into a single industrial business classification) and removed the previous premium listing requirements for a three-year income track record and "clean" working capital declaration.
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