Listing regime

UK listing reforms: Radical reset to take effect on 29 July 2024

On 11 July 2024 the FCA published PS24/6 (Primary Markets Effectiveness Review: Feedback to CP23/31 and final UK Listing Rules) confirming the final form of the changes to be made to the UK listing rules, representing the most significant reforms made to the regime for decades.

The new rules will come into effect on 29 July 2024 (subject to certain transitional provisions) - so before the start of the autumn IPO window.

See our briefing UK listing reforms: Radical reset to take effect on 29 July 2024 for information on the position for companies in the new equity shares in commercial companies (ESCC) category. 

For closed-ended funds, see our separate briefing UK listing reform: Overview of final rules for listed funds.

Primary Market Bulletins No.48 and No.50

On 11 July 2024, the FCA also published Primary Market Bulletin No.50 in which it provides an update on the work it has been doing in relation to the sponsor regime and consults on the introduction of new technical notes relating to supervisory reviews of sponsor firms and its expectations of a sponsor in relation to specialist due diligence as well as on an update to the existing technical note on sponsor record keeping. The consultation closes on 5 September 2024. For further details see here.

This follows on from the publication of Primary Market Bulletin No. 48 (PMB 48) in April which included, amongst other things, a consultation (which closed in May) on potential changes to guidance in the FCA’s Knowledge Base in light of the listing regime reforms proposed in the FCA’s previous consultation CP 23/31. A draft of the new Systems and Controls Confirmation Form issuers would need to submit at admission was also published with PMB 48 - although this has since been materially modified in the version appended to PS24/6.For further details of PMB 48 see here.

Key Listing Rules changes made during 2021

The FCA made a number of changes to the Listing Rules during 2021 (and which followed on from recommendations made in the Hill Review), including:

• Reducing the minimum free float threshold from 25% to 10%.
• Permitting dual class share structures to list on the premium segment provided they meet a range of specific requirements.
• Increasing minimum market capitalisation for share issuers on IPO to £30m (other than for LR15 funds where it remains at £700k).
• For SPACs that meet certain criteria, removing the presumption of suspension that otherwise applies to shell companies on the announcement of a reverse takeover. The criteria that must be met include raising a minimum of £100m on IPO, ring-fencing monies raised, completing an acquisition within 24 months (this can be extended to a maximum of 42 months in certain circumstances), obtaining shareholder approval for the reverse takeover and providing a redemption option to shareholders. For further information see our separate briefing FCA consults on enhanced investor protection measures for SPACs.

Links to key consultations/responses etc.

2024

Publication by FTSE Russell (July 2024) of updated FTSE UK Index Series Ground rules documents

Announcement by FTSE Russell (July 2024) confirming that the 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

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

Primary Market Bulletin No.50 (July 2024) – this includes a consultation on new and amended technical notes in relation to sponsors

Primary Market Bulletin No.48 (April 2024) – this includes a consultation on potential changes to guidance in the FCA’s Knowledge Base in light of the proposed listing regime reforms 

FTSE Russell notice and summary and FAQs (March 2024) – intended 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

Updated draft UK Listing Rules instrument (March 2024) – this contains tranche two of the new UK Listing Rules (alongside the original tranche one drafting published with CP23/31) including, amongst other things, the draft rules for the closed-ended funds, shell companies, secondary listing and GDR categories. It supersedes the draft rules appended to CP23/31 and should be taken as the full and complete draft for consultation purposes.

Draft UK Listing Rules (consequential amendments) instrument (March 2024) – this sets out proposed consequential changes to other FCA Handbook sources, including the DTRs

2023

CP23/31: Primary Markets Effectiveness Review: Feedback to CP23/10 and detailed proposals for listing rules reforms (December 2023) – this consultation sets out the detailed proposals for reform of the UK listing regime together with draft rules for the new “equity shares in commercial companies” (ESCC) listing category

CP23/10 Primary Markets Effectiveness Review: Feedback to DP22/2 and proposed equity listing rule reforms (May 2023) – this consultation sets out the FCA’s proposals for reform of the London listing regime for equity shares of commercial companies

2022

DP22/2 Primary Markets Effectiveness Review: Feedback to the discussion of the purpose of the listing regime and further discussion (May 2022) – this set out for discussion a potential new single segment approach to UK listings of equity shares in commercial companies

2021

PS21/22 Primary Markets Effectiveness Review: Feedback and final changes to the Listing Rules (December 2021) – this included feedback and final rules in relation to the areas consulted on in CP21/21 (i.e. dual class share structures, minimum market capitalisation, free float and track record requirements) with the relevant changes coming into effect in December 2021

CP21/21 Primary Markets Effectiveness Review (July 2021) – this included a consultation on specific rule changes in relation to dual class share structures, minimum market capitalisation, free float and track record requirements as well as a broader discussion paper element in relation to the purpose and structure of the listing regime

PS21/10 Investor protection measures for special purpose acquisition companies: Changes to the Listing Rules (July 2021) – these changes came into effect in August 2021

CP21/10 Investor protection measures for special purpose acquisition companies: Proposed changes to the Listing Rules (April 2021)

UK Listing Review (Hill Review) (March 2021)