How to Scale UK Strategy in 2026

In connection with its review of the UK listing program explained above, the FCA made a few modifications to the continuing responsibilities of noted business, all of which ended up being efficient on 29 July 2024 with the adoption of the UKLR sourcebook. In connection with the collapse of the previous premium and basic listing sections into the new business business category, the Listing Principles (set out in UKLR 2) were simplified to require commercial business to: establish and maintain sufficient procedures, systems and controls to enable them to abide by their obligations under the UKLR (Concept 1); handle the FCA in an open and co-operative way (Principle 2); take affordable steps to allow its directors to comprehend their responsibilities and obligations as directors (Principle 3); act with integrity towards the holders and possible holders of its listed securities (Concept 4); make sure that it treats all holders of the exact same class of its listed securities that remain in the same position similarly in regard of the rights connecting to those listed securities (Principle 5); andcommunicate details to holders and possible holders of its listed securities in such a method as to avoid the development or extension of an incorrect market in those listed securities (Concept 6).

As part of the consultation on changes to the UK listing regime, the decision was required to retain the role of sponsor. Because of the lighter-touch policy of the new industrial business classification (notably a relaxation of investor approval requirements for significant and related celebration deals as described below), a sponsor is now only required to be selected: in the context on an IPO, where a business is looking for admission for the very first time; in the context of a significant or related party transaction, where a demand is made to the FCA for individual guidance or modification or waiver of the guidelines in UKLR 7 or UKLR 8; in the context of an associated celebration deal, to verify the deal is "fair and sensible"; in the context of a reverse takeover, to provide assistance and send a circular and prospectus; where required by the FCA due to a breach (or believed breach) of the UKLR or DTR sourcebooks; for specific transfers in between listing classifications; andin the context of additional share issuances, if a listed company is required to send a file such as a prospectus to the FCA for approval.

ANSR July UK PRs

Accordingly, under UKLR 7, industrial companies are needed to make a market statement as quickly as possible after the terms of a substantial deal (25%+ on any one of the class tests (consideration, properties and capital), omitting deals in the normal course of service) are agreed. No statement requirements are prescribed for transactions listed below that limit, but the requirements of the UK Market Abuse Policy (UK MAR) apply.

In the case of a disposal, the announcement needs to likewise consist of certain monetary information. There is likewise an overarching catch-all obligation to divulge any other pertinent scenarios or info needed to enable shareholders to examine the terms and impact of the deal. No investor approval or circular requirements apply to a significant deal, nor exists any requirement to appoint a sponsor (save where assistance, waiver or adjustments from the FCA are looked for).

ANSR July UK PRs

Scale UK Expansion in 2026

Under UKLR 7.5, reverse takeovers (100%+ on any one of the class tests (consideration, assets and capital)) continue to require a market statement, an FCA-approved circular and investor approval. Sponsor assistance need to be obtained if a company is proposing to get in into a deal which could amount to a reverse takeover and one needs to be designated in regard of the circular and any re-admission prospectus.

Accordingly, under UKLR 8, for deals including a related celebration (for example, a 20% shareholder or current/former director) which go beyond the 5% class test threshold (omitting deals in the ordinary course of organization), the following requirements apply: board approval of the transaction, excluding any conflicted directors; composed confirmation from a sponsor that the transaction terms are "fair and reasonable"; anda market announcement as quickly as possible after the transaction terms are concurred which need to include, among other requirements, a "reasonable and affordable" statement by the board.

ANSR July UK PRs

The UK Secondary Capital Raising Review, led by Mark Austin MBE, was released in October 2021 to examine enhancing further capital raising processes for noted business in the UK (read our summary here). The findings of the review were published in July 2022 and consisted of a number of recommendations to the federal government, the FCA and the Pre-Emption Group (PEG). PEG reacted and welcomed the recommendations, consequently releasing an upgraded variation of its Statement of Principles on 4 November 2022.