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Among the crucial modifications made to the program was to collapse the previous premium and basic listing sections of the regulated market into a flagship single listing classification for Equity Shares in Commercial Companies (ESCC), described as the "business business" classification. Whilst the intention was to introduce lighter-touch policy for the commercial business classification (compared with the previous premium listing segment) the new rules still represented an action up from the previous standard listing requirements.
The transition category is closed to new candidates and to transfers from other categories. The FCA has not yet set a specific end date for the shift classification, however this will be kept under evaluation. The crucial provisions of the UKLR sourcebook for commercial business are set out in the table below: Key contents of the UKLR sourcebook for commercial companiesUKLR 1Preliminary: all securitiesThe FCA can do without specific UKLR requirements as it considers appropriate.
UKLR 2Listing PrinciplesThe Listing Concepts require companies to, to name a few, establish and maintain appropriate procedures, systems and controls to enable them to abide by their responsibilities under the UKLR (Listing Concept 1) and handle the FCA in an open and co-operative manner (Listing Principle 2). UKLR 3Requirements for listing: all securitiesShares must be easily transferable, totally paid and complimentary from all constraints on the right to move.
An FCA-approved prospectus is needed for an IPO.UKLR 4Sponsors: duties of issuersA sponsor is needed for an IPO and for particular other transactions including a business company, including associated party deals and reverse takeovers. UKLR 5Equity shares (commercial companies): requirements for admission to listingAt least 10% of shares of the noted class needs to be dispersed to the public (i.e.
A company must adopt a constitution allowing it to comply with the UKLR. A business must have the ability to demonstrate its board has tactical autonomy. Restrictions apply to shares bring weighted ballot rights. UKLR 6Equity shares (commercial companies): continuing obligationsCommercial companies go through continuing commitments, consisting of: annual reporting requirements (consisting of compliance with the UK Corporate Governance Code, or an explanation in case of non-compliance); compliance with climate and diversity disclosure requirements; and market announcement requirements.
The significant transaction announcement should consist of specified information, consisting of: the benefits and dangers of the deal; a statement on the effect of the deal on the group's revenues, possessions and liabilities; details of any break fee; a "finest interests" statement by the board; and any other pertinent info required to support investor engagement and market openness.
UKLR 9Equity shares (business companies): further issuances, dealing in own securities and treasury sharesPre-emption rights use to the company's noted shares. UKLR 21Suspending, cancelling, restoring listing and transfer in between listing categories: all securitiesThe FCA may suspend the listing of a company's securities if the smooth operation of the market is, or may be, briefly jeopardised or it is needed to safeguard investors.
In addition to the brand-new business company category, the FCA likewise created new classifications for international secondary listings (UKLR 14) and shell companies (UKLR 13). For shell companies and SPACs, in the UKLR, the FCA largely kept the rules that had applied to the previous standard listing segment, with enhanced eligibility requirements setting time limits within which preliminary deals must be completed by SPACs.
In addition, the FCA went back to a guidance-based approach allowing larger SPACs to willingly put in location sufficient financier defenses to prevent a presumption of suspension of listing as and when an initial transaction is revealed. Ahead of publication of the UKLR and to give result to the recommendations coming out of Lord Hill's review, the FCA implemented specific changes to eligibility criteria set out in the then Listing Guidelines with effect from the end of December 2021, especially to lower the free float requirement from 25% in "public hands" to 10% and to increase the minimum market capitalization threshold for premium and standard listing sectors from 700,000 to 30 million (read our summary here). With the UKLR, the FCA made further modifications to eligibility criteria consisting of the adoption of a single set of Listing Principles (to show the collapse of the previous premium and standard listing segments into a single industrial company category) and eliminated the previous premium listing requirements for a three-year profits track record and "clean" working capital statement.
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