Scaling Digital Systems for Global Firms

In connection with its evaluation of the UK listing regime explained above, the FCA made a couple of modifications to the continuing commitments of noted business, all of which became efficient on 29 July 2024 with the adoption of the UKLR sourcebook. In connection with the collapse of the previous premium and standard listing segments into the new industrial company classification, the Listing Concepts (set out in UKLR 2) were simplified to require business business to: develop and maintain appropriate procedures, systems and controls to enable them to abide by their responsibilities under the UKLR (Concept 1); offer with the FCA in an open and co-operative manner (Principle 2); take reasonable actions to enable its directors to understand their obligations and responsibilities as directors (Concept 3); act with integrity towards the holders and possible holders of its listed securities (Concept 4); guarantee that it treats all holders of the same class of its listed securities that are in the exact same position equally in regard of the rights attaching to those listed securities (Principle 5); andcommunicate info to holders and prospective holders of its listed securities in such a way regarding avoid the development or extension of a false market in those listed securities (Principle 6).

As part of the assessment on changes to the UK listing program, the choice was required to keep the role of sponsor. Since of the lighter-touch regulation of the brand-new business company category (significantly a relaxation of investor approval requirements for substantial and related celebration transactions as explained listed below), a sponsor is now just needed to be appointed: in the context on an IPO, where a business is seeking admission for the very first time; in the context of a considerable or associated celebration deal, where a request is made to the FCA for individual guidance or modification or waiver of the rules in UKLR 7 or UKLR 8; in the context of a related celebration deal, to validate the deal is "fair and reasonable"; in the context of a reverse takeover, to provide assistance and submit a circular and prospectus; where required by the FCA due to a breach (or believed breach) of the UKLR or DTR sourcebooks; for certain transfers in between listing classifications; andin the context of further share issuances, if a listed company is needed to send a file such as a prospectus to the FCA for approval.

ANSR July UK PRs

Accordingly, under UKLR 7, industrial business are required to make a market statement as quickly as possible after the regards to a considerable transaction (25%+ on any one of the class tests (factor to consider, possessions and capital), excluding deals in the common course of company) are concurred. No announcement requirements are recommended for deals below that threshold, however the requirements of the UK Market Abuse Regulation (UK MAR) use.

When it comes to a disposal, the announcement needs to likewise consist of particular financial information. There is likewise an overarching catch-all commitment to disclose any other relevant situations or information necessary to allow investors to assess the terms and impact of the deal. No investor approval or circular requirements apply to a substantial transaction, nor exists any requirement to designate a sponsor (save where assistance, waiver or adjustments from the FCA are looked for).

ANSR July UK PRs

Strategic Review of Mid-Market Capital Markets

Under UKLR 7.5, reverse takeovers (100%+ on any among the class tests (consideration, assets and capital)) continue to need a market statement, an FCA-approved circular and shareholder approval. Sponsor guidance need to be obtained if a business is proposing to get in into a deal which could total up to a reverse takeover and one should be designated in respect of the circular and any re-admission prospectus.

Appropriately, under UKLR 8, for transactions involving a related celebration (for instance, a 20% investor or current/former director) which go beyond the 5% class test limit (excluding deals in the common course of service), the following requirements apply: board approval of the transaction, omitting any conflicted directors; written verification from a sponsor that the deal terms are "reasonable and affordable"; anda market statement as quickly as possible after the transaction terms are agreed which need to include, among other requirements, a "reasonable and affordable" declaration by the board.

ANSR July UK PRs

The UK Secondary Capital Raising Evaluation, led by Mark Austin MBE, was launched in October 2021 to investigate enhancing additional capital raising procedures for listed companies in the UK (read our summary here). The findings of the review were released in July 2022 and included several recommendations to the government, the FCA and the Pre-Emption Group (PEG). PEG reacted and invited the recommendations, subsequently providing an upgraded version of its Statement of Concepts on 4 November 2022.