ESG Mandates and Green Finance Trends

In connection with its evaluation of the UK listing routine described above, the FCA made a couple of changes to the continuing obligations of listed companies, 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 sectors into the brand-new commercial business category, the Listing Concepts (set out in UKLR 2) were simplified to require industrial business to: develop and preserve adequate treatments, systems and controls to enable them to comply with their responsibilities under the UKLR (Concept 1); handle the FCA in an open and co-operative manner (Concept 2); take affordable actions to allow its directors to comprehend their duties and responsibilities as directors (Principle 3); act with stability towards the holders and potential holders of its listed securities (Principle 4); make sure that it treats all holders of the same class of its listed securities that are in the exact same position similarly in regard of the rights connecting to those listed securities (Principle 5); andcommunicate details to holders and potential holders of its listed securities in such a way as to avoid the creation or extension of a false market in those noted securities (Principle 6).

As part of the assessment on modifications to the UK listing program, the choice was taken to keep the function of sponsor. Because of the lighter-touch policy of the new industrial business category (notably a relaxation of investor approval requirements for significant and related celebration transactions as described below), a sponsor is now just needed to be selected: in the context on an IPO, where a company is looking for admission for the very first time; in the context of a significant or related celebration deal, where a demand is made to the FCA for specific assistance or adjustment or waiver of the guidelines in UKLR 7 or UKLR 8; in the context of a related celebration transaction, to confirm the deal is "reasonable and reasonable"; in the context of a reverse takeover, to offer guidance and submit a circular and prospectus; where required by the FCA due to a breach (or suspected breach) of the UKLR or DTR sourcebooks; for certain transfers between listing classifications; andin the context of more share issuances, if a listed company is required to submit a file such as a prospectus to the FCA for approval.

ANSR July UK PRs

Accordingly, under UKLR 7, business companies are required to make a market announcement as soon as possible after the terms of a substantial transaction (25%+ on any one of the class tests (consideration, properties and capital), excluding deals in the regular course of organization) are agreed. No announcement requirements are prescribed for transactions below that threshold, but the requirements of the UK Market Abuse Policy (UK MAR) apply.

When it comes to a disposal, the statement should likewise consist of particular monetary details. There is likewise an overarching catch-all commitment to disclose any other pertinent situations or information necessary to allow shareholders to examine the terms and impact of the deal. No investor approval or circular requirements apply to a substantial transaction, nor is there any requirement to appoint a sponsor (conserve where assistance, waiver or adjustments from the FCA are looked for).

ANSR July UK PRs

Analyzing British Industry Trends for 2026

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 assistance should be obtained if a company is proposing to enter into a deal which might total up to a reverse takeover and one should be designated in respect of the circular and any re-admission prospectus.

Accordingly, under UKLR 8, for deals including an associated celebration (for example, a 20% investor or current/former director) which surpass the 5% class test limit (omitting deals in the ordinary course of company), the following requirements apply: board approval of the transaction, excluding any conflicted directors; written confirmation from a sponsor that the deal terms are "reasonable and affordable"; anda market statement as soon as possible after the deal terms are agreed which must include, among other requirements, a "reasonable and reasonable" declaration by the board.

ANSR July UK PRs

The findings of the review were released in July 2022 and consisted of a number of suggestions to the government, the FCA and the Pre-Emption Group (PEG).