On 11 July 2024, the UK’s Financial Conduct Authority (the FCA) unveiled its final UK Listing Rules for the Main Market, set to take effect on 29 July 2024. These reforms represent the most significant transformation of the UK’s listing framework in 40 years, aimed at enhancing the competitiveness of the UK capital markets and aligning the regime with international standards. By increasing flexibility for listed companies and adopting a more disclosure-focused approach, the FCA seeks to invigorate the UK listing landscape and simultaneously enhance the attractiveness of being listed and London as a listing venue.
The final rules were developed following two public consultations and extensive market engagement, reflecting feedback received during this process (see our previous client alerts set out further below). The final rules are broadly as consulted on in December 2023 and are intended to attract a broader range of companies (with a particular focus on growth companies) to access the public markets and foster growth within the UK market while maintaining high standards of investor protection and market integrity.
We have sought to summarise the key reforms which have been adopted (highlighting differences to what was initially proposed by the FCA in its related consultation papers) and outline how they seek to make London a more attractive listing venue for founder-backed growth companies and their investors.
Key Reforms
The FCA’s reforms introduce several pivotal changes to the UK Listing Rules, summarised as follows:
What’s Next?
With the final rules set to take effect on 29 July 2024, FTSE has confirmed that companies on the Single Listing Category and closed-ended investment fund issuers will be eligible for the FTSE UK Index Series. Further updates regarding changes to the FTSE UK Index Series Ground Rules are expected, providing clarity for investors and companies alike.
The FCA will conduct a formal review of the new listing regime in five years to evaluate its impact on market dynamics and assess ongoing relevance.
Related to these reforms are the forthcoming prospectus reforms. The FCA intends to release consultation proposals on the new public offers and admissions to trading regime in the summer of 2024.
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