The publication of the Hill Review in March 2021 commenced a range of changes and proposed changes to the UK’s listing, prospectus and secondary capital raising regimes.

Recommendations made in the Hill Review covered a range of key areas including: making dual-class share structures eligible for premium listing; changes to free float requirements, such as reducing the minimum free float; a fundamental review of the UK prospectus regime; making changes to facilitate the provision of forward-looking information to investors; and giving consideration to a more efficient process for existing listed issuers to raise capital and facilitate the involvement of retail investors. Our briefing on the publication of the Hill Review can be accessed here: Hill review: A mountain of changes to the UK listing regime?

The timeline below sets out the key steps that have been taken so far by regulators and the Government to take forward the recommendations proposed. Further detail on each of these areas can be accessed on the prospectus regime, listing regime and secondary capital raising regime pages of this portal.

July 2021 

Listing Regime

FCA CP21/21: Consultation published on specific LR changes regarding (among other things) free float and dual-class share structures and commencing a broader discussion in relation to wider potential changes to the listing regime

FCA PS21/10: Policy statement published setting out final LR changes relating to SPACs 

Prospectus Regime

HMT consultation: Consultation published in relation to fundamental review of the UK prospectus regime 

August 2021 

Listing Regime

FCA: LR changes relating to SPACs (as set out in PS21/10) come into force 

October 2021 

Secondary Capital Raising Regime

UK SCRR Call for Evidence: Call for evidence published by UK Secondary Capital Raising Review seeking views on how further capital raising processes could be reformed/made more efficient 

December 2021 

Listing Regime

FCA PS21/22: Policy statement published setting out final LR changes relating to free float, dual-class structures and other matters consulted on in CP21/21 and relevant LR changes come into force 

Prospectus Regime

Summary of responses: Summary of responses to the consultation on reform of the UK prospectus regime published by HMT 

March 2022

Prospectus Regime

Consultation outcome: Outcome of consultation published by HMT setting out the policy approach the Government will take to reform of the UK prospectus regime 

May 2022 

Listing Regime

FCA DP22/2: Discussion paper published regarding purpose and structure of the listing regime 

July 2022 

Secondary Capital Raising Regime

UK SCRR Report: Report published setting out the recommendations of the UK Secondary Capital Raising Review

HMT Digitisation taskforce: Launch of digitisation taskforce to drive forward modernisation of the UK’s shareholding framework (as recommended in the UK SCRR Report) 

November 2022

Secondary capital raising regime

PEG: Publication of an updated Statement of Principles and template resolutions

December
2022

Prospectus Regime

Edinburgh Reforms: Publication of illustrative draft statutory instrument and policy note in relation to reform of the UK’s regime for public offers and admission to trading as part of the “Edinburgh Reforms”

May 2023

Listing Regime

FCA CP23/10: Consultation published setting out a proposed blueprint for reform of the London listing regime for equity shares of commercial companies

Prospectus regime

FCA website: "New regime for public offers and admissions to trading" page published on the FCA’s website in relation to its work/engagement in relation to the new UK prospectus regime, including a calendar of events and publications.

FCA EP1 - 4: Engagement papers published setting out the FCA’s initial thinking on how (under the new prospectus regime) it might write rules in the following areas: admission to trading on a regulated market, further issuances of equity on regulated marketsprotected forward-looking statements and non-equity securities

July 2023

Prospectus Regime

HMT: Publication of near-final Public Offers and Admissions to Trading Regulations 2023 and associated policy note

FCA EP4 - 5: Engagement papers published setting out the FCA’s initial thinking on how (under the new prospectus regime) it might write rules in relation to public offer platforms and primary multilateral trading facilities 

Secondary capital raising regime

Digitisation Taskforce: Publication of interim report setting out a number of potential recommendations

November 2023

Prospectus Regime

HMT: Publication of final draft Public Offers and Admissions to Trading Regulations 2023 and associated explanatory memorandum.

December 2023

Prospectus Regime

FCA: Publication of Engagement feedback on the new public offers and admissions to trading regime.

Listing regime

FCA CP22/31Consultation setting out feedback to CP23/10 (published in May 2023) together with detailed proposals for listing rules reforms and draft rules for the new “equity shares in commercial companies” (ESCC) listing category

January 2024

 

Prospectus regime

Parliament: Public Offers and Admissions to Trading Regulations 2024 and Explanatory Memorandum made

March 2024

 

Listing regime

FCA: Publication of updated draft UK Listing Rules instrument (containing tranche two of the new UK Listing Rules alongside the original tranche one drafting appended to CP23/31) and a separate draft instrument setting out proposed consequential changes to other FCA Handbook sources, including the DTRs

FTSE Russell: Publication of notice and summary and FAQs to provide insight into provisional changes to the FTSE UK Index Series Ground Rules consequent to the ongoing review of the UK listing regime by the FCA

April 2024

Listing regime

FCA: Publication of Primary Market Bulletin No. 48 which includes, amongst other things, a consultation on potential changes to the FCA’s Knowledge Base in relation to the proposed Listing Regime reforms.

July 2024

Listing regime

FCA: Publication of PS24/6: Primary Markets Effectiveness Review: Feedback to CP23/31 and final UK Listing Rules which sets out the final updated rules that will come into effect on 29 July 2024.

FCA: Publication of Primary Market Bulletin No.50 which includes a consultation on new and amended technical notes in relation to sponsors.

FTSE Russell: Announcement confirming that the new equity shares in commercial companies (ESCC) and closed-ended investment funds categories will replace the premium segment as the eligible listing categories for inclusion in the FTSE UK Index Series and that updated ground rules will be published on 26 July 2024.

FTSE Russell: Publication of updated FTSE UK Index Series Ground rules documents

     
Prospectus regime

FCA CP24/12: Consultation published setting out proposals for FCA rules in relation to the new public offers and admission to trading regime

FCA CP24/13: Consultation published on the new regime for public offer platforms
     


Contacts

Partner
Partner
Partner
Special Counsel
Knowledge Of Counsel
Head of Corporate Knowledge, London

Subscribe and stay up to date with the latest legal news, information and events . . .