PS24/6: Primary Markets Effectiveness Review: Feedback to CP23/31 and final UK Listing Rules

Read PS24/6 (PDF)[1] 

Why we are changing

The new rules aim to encourage prospective issuers to choose a UK listing by streamlining our rules and removing our ‘premium’ and ‘standard’ listing segments in favour of a new commercial companies category for equity shares.

Our changes are also designed to remove frictions to growth once companies are listed, while continuing to place an emphasis on disclosure that puts information in the hands of investors to inform their investment decisions.

These final rules follow extensive engagement, feedback, and cost-benefit analysis of our original proposals.

Who this applies to

Our final rules will affect:

• companies currently listed in or considering a listing in the UK 
• existing and prospective investors in UK listed companies, including individual and institutional investors 
• the advisory community that advises and supports issuers undertaking an IPO and meeting ongoing obligations post admission to listing and trading, including existing and prospective sponsor firms, investment banks, law firms and accountancy firms 
• UK exchanges and operators of markets for listed securities, and 
• intermediaries who may facilitate, including providing execution and/or marketing of investments to issuers whether at IPO or in secondary markets

The following will also be interested, among others:

• trade associations representing the various market participants above or member groups with thematic interests (eg, general capital markets, governance or stewardship etc) 
• wider financial market participants, such as research analysts and index providers, academics and other market commentators

Next steps

The new rules will come into force on Monday 29 July 2024, when the current Listing Rules (LR) sourcebook will cease to have effect and will be replaced by the new UK Listing Rules (UKLR) sourcebook.

Market participants impacted by these changes should read this Policy Statement (PS) and the final rules instruments.

These rules will also appear in the FCA Handbook in due course.

While this PS summarises the most important aspects of our final rules, the new UKLR sourcebook is the determinative instrument and should be read in its entirety along with this PS to understand the full detail of our final rules.

Background

In December 2023 we published CP23/31 (PDF)[2] which detailed proposals to overhaul the FCA’s LR. These proposals followed on from consultation CP23/10 (PDF)[3] and are part of our ongoing response to the UK Listing Review.

The aim was to create a simpler, more disclosure-based listing regime with a single commercial companies category, and to help boost UK growth and competitiveness by making our regime more attractive to a wider range of companies, so they list and grow here.

The reforms are the most significant changes to the UK’s listing regime in over 3 decades.