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Among the crucial modifications made to the routine was to collapse the previous premium and standard listing segments of the controlled market into a flagship single listing category for Equity Shares in Industrial Companies (ESCC), referred to as the "industrial business" category. Whilst the objective was to introduce lighter-touch regulation for the industrial business classification (compared with the previous premium listing sector) the brand-new rules still represented an action up from the previous basic listing requirements.

The transition category is closed to new applicants and to transfers from other categories. The FCA has not yet set a particular end date for the shift category, however this will be kept under evaluation. The essential provisions of the UKLR sourcebook for industrial business are set out in the table below: Secret contents of the UKLR sourcebook for commercial companiesUKLR 1Preliminary: all securitiesThe FCA can do without specific UKLR requirements as it thinks about suitable.

ANSR July UK PRs

UKLR 2Listing PrinciplesThe Listing Concepts need business to, among others, develop and maintain appropriate treatments, systems and controls to allow them to abide by their commitments under the UKLR (Noting Concept 1) and deal with the FCA in an open and co-operative manner (Noting Principle 2). UKLR 3Requirements for listing: all securitiesShares must be easily transferable, completely paid and devoid of all restrictions on the right to move.

UKLR 5Equity shares (industrial business): requirements for admission to listingAt least 10% of shares of the noted class must be dispersed to the public (i.e.

A company must embrace a constitution permitting it to comply with the UKLR. UKLR 6Equity shares (commercial business): continuing obligationsCommercial companies are subject to continuing obligations, including: annual reporting requirements (consisting of compliance with the UK Corporate Governance Code, or an explanation in the event of non-compliance); compliance with climate and diversity disclosure requirements; and market statement requirements.

The substantial transaction statement must consist of specified information, including: the advantages 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 charge; a "benefits" declaration by the board; and any other relevant info necessary to support shareholder engagement and market openness.

UKLR 9Equity shares (industrial companies): additional issuances, dealing in own securities and treasury sharesPre-emption rights use to the business's noted shares. UKLR 21Suspending, cancelling, bring back listing and transfer between listing classifications: all securitiesThe FCA may suspend the listing of a business's securities if the smooth operation of the market is, or might be, temporarily jeopardised or it is needed to secure investors.

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In addition to the new business company classification, the FCA also developed brand-new categories for international secondary listings (UKLR 14) and shell companies (UKLR 13). For shell business and SPACs, in the UKLR, the FCA largely kept the guidelines that had actually applied to the previous basic listing segment, with boosted eligibility requirements setting time frame within which initial deals need to be finished by SPACs.

ANSR July UK PRs

In addition, the FCA reverted to a guidance-based method allowing larger SPACs to voluntarily put in place enough investor protections to prevent an anticipation of suspension of listing as and when a preliminary deal is announced. Ahead of publication of the UKLR and to provide effect to the recommendations coming out of Lord Hill's review, the FCA carried out particular modifications to eligibility criteria set out in the then Listing Guidelines with result from completion of December 2021, especially to lower the complimentary 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 changes to eligibility requirements including the adoption of a single set of Noting Principles (to show the collapse of the previous premium and basic listing sectors into a single business company category) and got rid of the previous premium listing requirements for a three-year earnings performance history and "clean" working capital statement.