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In connection with its review of the UK listing program described above, the FCA made a few changes to the continuing commitments of noted companies, all of which ended up being reliable on 29 July 2024 with the adoption of the UKLR sourcebook. In connection with the collapse of the previous premium and basic listing sectors into the new industrial business classification, the Listing Concepts (set out in UKLR 2) were streamlined to need commercial business to: establish and preserve adequate treatments, systems and controls to allow them to adhere to their obligations under the UKLR (Concept 1); offer with the FCA in an open and co-operative way (Concept 2); take sensible actions to allow its directors to comprehend their obligations and responsibilities as directors (Principle 3); show 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 similarly in respect of the rights connecting to those listed securities (Concept 5); andcommunicate details to holders and potential holders of its listed securities in such a method as to prevent the development or extension of an incorrect market in those noted securities (Principle 6).

As part of the consultation on changes to the UK listing program, the decision was required to maintain the role of sponsor. However, since of the lighter-touch policy of the new industrial business category (especially a relaxation of shareholder approval requirements for considerable and associated party transactions as explained below), a sponsor is now only needed to be appointed: in the context on an IPO, where a company is seeking admission for the very first time; in the context of a significant or related celebration transaction, where a demand is made to the FCA for private assistance or adjustment or waiver of the rules in UKLR 7 or UKLR 8; in the context of an associated celebration deal, to validate the deal is "reasonable 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 presumed breach) of the UKLR or DTR sourcebooks; for certain transfers in between listing classifications; andin the context of more share issuances, if a noted 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 substantial deal (25%+ on any one of the class tests (consideration, properties and capital), leaving out deals in the ordinary course of company) are agreed. No statement requirements are prescribed for deals below that threshold, but the requirements of the UK Market Abuse Guideline (UK MAR) apply.

In the case of a disposal, the announcement needs to likewise consist of specific financial details. There is also an overarching catch-all responsibility to disclose any other appropriate circumstances or details essential to allow investors to examine the terms and effect of the deal. No investor approval or circular requirements use to a considerable transaction, nor is there any requirement to designate a sponsor (save where guidance, waiver or modifications from the FCA are sought).

ANSR July UK PRs

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Under UKLR 7.5, reverse takeovers (100%+ on any one of the class tests (factor to consider, properties and capital)) continue to need a market statement, an FCA-approved circular and shareholder approval. Sponsor guidance must be acquired if a company is proposing to participate in a deal which could amount to a reverse takeover and one should be selected in respect of the circular and any re-admission prospectus.

Appropriately, under UKLR 8, for deals involving a related party (for instance, a 20% shareholder or current/former director) which go beyond the 5% class test threshold (leaving out deals in the ordinary course of service), the following requirements apply: board approval of the deal, leaving out any conflicted directors; composed verification from a sponsor that the transaction terms are "fair and reasonable"; anda market announcement as soon as possible after the transaction terms are agreed which need to include, among other requirements, a "fair and sensible" statement by the board.

ANSR July UK PRs

The UK Secondary Capital Raising Evaluation, led by Mark Austin MBE, was released in October 2021 to investigate enhancing further capital raising procedures for noted companies in the UK (read our summary here). The findings of the evaluation were released in July 2022 and included a number of recommendations to the federal government, the FCA and the Pre-Emption Group (PEG). PEG reacted and welcomed the recommendations, consequently issuing an updated variation of its Statement of Principles on 4 November 2022.