How to Navigate Mid-Market Expansion in 2026

In connection with its review of the UK listing program described above, the FCA made a couple of changes to the continuing responsibilities of listed business, all of which became effective on 29 July 2024 with the adoption of the UKLR sourcebook. In connection with the collapse of the previous premium and standard listing sectors into the brand-new business business classification, the Listing Concepts (set out in UKLR 2) were simplified to require business business to: establish and preserve adequate procedures, systems and controls to allow them to adhere to their commitments under the UKLR (Principle 1); deal with the FCA in an open and co-operative manner (Principle 2); take reasonable steps to allow its directors to comprehend their obligations and commitments as directors (Concept 3); show stability towards the holders and prospective holders of its listed securities (Principle 4); ensure that it deals with all holders of the same class of its listed securities that are in the same position equally in regard of the rights connecting to those listed securities (Concept 5); andcommunicate details to holders and potential holders of its listed securities in such a method as to avoid the creation or continuation of an incorrect market in those noted securities (Principle 6).

As part of the assessment on modifications to the UK listing routine, the choice was required to maintain the function of sponsor. Nevertheless, since of the lighter-touch regulation of the new industrial company classification (significantly a relaxation of shareholder approval requirements for significant and associated party transactions as described listed below), a sponsor is now only needed to be selected: in the context on an IPO, where a company is looking for admission for the very first time; in the context of a substantial or associated party deal, where a demand is made to the FCA for specific guidance or modification or waiver of the rules in UKLR 7 or UKLR 8; in the context of an associated party deal, to validate the transaction is "fair and affordable"; in the context of a reverse takeover, to offer assistance and send a circular and prospectus; where required by the FCA due to a breach (or believed breach) of the UKLR or DTR sourcebooks; for particular transfers between listing categories; andin the context of more share issuances, if a noted business is required to send a file such as a prospectus to the FCA for approval.

ANSR July UK PRs

Accordingly, under UKLR 7, commercial companies are required to make a market announcement as quickly as possible after the regards to a significant transaction (25%+ on any among the class tests (consideration, assets and capital), omitting transactions in the common course of company) are concurred. No statement requirements are recommended for transactions listed below that limit, but the requirements of the UK Market Abuse Guideline (UK MAR) apply.

When it comes to a disposal, the announcement needs to likewise consist of specific financial details. There is likewise an overarching catch-all responsibility to reveal any other relevant situations or info essential to make it possible for shareholders to assess the terms and impact of the deal. No shareholder approval or circular requirements use to a considerable deal, nor exists any requirement to appoint a sponsor (conserve where assistance, waiver or modifications from the FCA are sought).

ANSR July UK PRs

Can AI Innovation Accelerate Mid-Market Growth?

Under UKLR 7.5, reverse takeovers (100%+ on any among the class tests (consideration, possessions and capital)) continue to need a market statement, an FCA-approved circular and investor approval. Sponsor assistance need to be gotten if a business is proposing to participate in a deal which could amount to a reverse takeover and one must be appointed in respect of the circular and any re-admission prospectus.

Appropriately, under UKLR 8, for transactions involving a related celebration (for example, a 20% investor or current/former director) which go beyond the 5% class test limit (omitting transactions in the ordinary course of service), the following requirements use: board approval of the transaction, excluding any conflicted directors; written confirmation from a sponsor that the transaction terms are "fair and reasonable"; anda market statement as quickly as possible after the transaction terms are concurred which should include, amongst other requirements, a "fair and sensible" statement by the board.

ANSR July UK PRs

The UK Secondary Capital Raising Review, led by Mark Austin MBE, was introduced in October 2021 to investigate enhancing more capital raising procedures for listed companies in the UK (read our summary here). The findings of the evaluation were published in July 2022 and consisted of several recommendations to the government, the FCA and the Pre-Emption Group (PEG). PEG reacted and invited the suggestions, subsequently providing an upgraded version of its Statement of Concepts on 4 November 2022.