UK Listing Rules

1. Treasury - corporate finance - listed companies - UK - London Stock Exchange (LSE) - Financial Conduct Authority (FCA).

(UKLR).

The UK Listing Rules are regulations which apply to all companies with a Main Market listing - or seeking a Main Market listing - on the London Stock Exchange.

The UK Listing Rules are published by the UK's Financial Conduct Authority (FCA).

Listing rules seek to strike an appropriate balance between the benefits of investor protection, and the related reporting and administrative burdens on listed companies.

The UK Listing Rules are not mandatory for Alternative Investment Market (AIM) companies.

However, some AIM-listed companies, and other companies, choose to follow the UK Listing Rules on a voluntary basis.

FCA removes voting requirements for some listed company transactions

"The FCA has set out a simplified listings regime... for companies seeking to list their shares in the UK.

The overhaul of listing rules better aligns the UK’s regime with international market standards. It also ensures investors will have the information they need to make decisions about their money, while maintaining appropriate investor protections to hold the management of the companies they co-own to account.

The new rules remove the need for votes on significant or related party transactions and offer flexibility around enhanced voting rights. Shareholder approval for key events, like reverse takeovers and decisions to take the company’s shares off an exchange, is still required...

The FCA has been clear that the new rules involve allowing greater risk, but believes the changes set out will better reflect the risk appetite the economy needs to achieve growth."

FCA press release - 11 July 2024.

Why we are changing the listing rules

"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."

FCA - 11 July 2024.

Climate risk disclosures

"The Financial Conduct Authority (FCA) implemented a new Listing Rule applicable to premium listed commercial companies designed to help users understand how they are managing climate-related risks.

The new Rule (LR 9.8.6(8)) does this by requiring disclosures in annual reports consistent with the recommendations and recommended disclosures of the Task Force on Climate-related Disclosures (TCFD).

The Rule will apply to accounting periods beginning on or after 1 January 2021 with the first annual financial reports under the new rule published in the spring of 2022."

ACT blog, 19 February 2021 - Naresh Aggarwal, Associate Director, Policy & Technical.

2. Treasury - corporate finance - listed companies - other jurisdictions.

Parallel rules apply in other jurisdictions and for other stock exchanges, which may differ substantially in their details.

See also

• Alternative Investment Market (AIM)
• Commercial company
• Consumer protection
• Corporate finance
• De-listing
• Disclosure Guidance and Transparency Rules (DTR)
• Equity
• Financial Conduct Authority (FCA)
• Friction
• Initial public offering
• Introduction
• Investor protection
• Jurisdiction
• Listed company
• Listing
• Listing particulars
• London Stock Exchange
• Main Market
• Premium Listing
• Private placement
• Related party transaction
• Securities Investor Protection Corporation
• Security
• Share
• Significant transaction
• Standard Listing
• Stock
• Stock exchange
• Task Force on Climate-related Financial Disclosures
• The Companies (Strategic Report) (Climate-related Financial Disclosure) Regulations 2022 - UK
• Treasury

Other resources

• FCA overhauls listing rules to boost growth and innovation on UK stock markets - FCA press release - 11 July 2024
• UK Listing Rules (UKLR) effective from 29 July 2024 - PS24/6: Primary Markets Effectiveness Review: Feedback to CP23/31 and final UK Listing Rules - FCA
• What are the major changes to the UK's Listing Rules - cytec