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Among the key changes made to the routine was to collapse the previous premium and standard listing segments of the managed market into a flagship single listing classification for Equity Shares in Business Business (ESCC), described as the "industrial business" category. Whilst the objective was to introduce lighter-touch guideline for the business company classification (compared with the previous premium listing segment) the new guidelines still represented a step up from the previous standard listing requirements.

The shift classification is closed to new candidates and to transfers from other classifications. The FCA has actually not yet set a particular end date for the transition category, but this will be kept under review. The crucial arrangements of the UKLR sourcebook for industrial companies are set out in the table below: Key contents of the UKLR sourcebook for business companiesUKLR 1Preliminary: all securitiesThe FCA can give with particular UKLR requirements as it thinks about suitable.

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UKLR 2Listing PrinciplesThe Listing Concepts require business to, to name a few, develop and preserve appropriate procedures, systems and controls to enable them to comply with their obligations under the UKLR (Listing Concept 1) and handle the FCA in an open and co-operative way (Listing Concept 2). UKLR 3Requirements for listing: all securitiesShares need to be freely transferable, totally paid and free from all constraints on the right to move.

An FCA-approved prospectus is required for an IPO.UKLR 4Sponsors: obligations of issuersA sponsor is needed for an IPO and for specific other transactions including a commercial business, consisting of associated party deals and reverse takeovers. UKLR 5Equity shares (commercial companies): requirements for admission to listingAt least 10% of shares of the noted class should be dispersed to the public (i.e.

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A business needs to adopt a constitution allowing it to adhere to the UKLR. A company needs to be able to demonstrate its board has tactical autonomy. Limitations use to shares carrying weighted ballot rights. UKLR 6Equity shares (business companies): continuing obligationsCommercial business undergo continuing obligations, consisting of: annual reporting requirements (including compliance with the UK Corporate Governance Code, or an explanation in case of non-compliance); compliance with environment and variety disclosure requirements; and market statement requirements.

The significant deal announcement must consist of specified info, consisting of: the advantages and dangers of the transaction; a declaration on the result of the transaction on the group's revenues, properties and liabilities; information of any break cost; a "benefits" statement by the board; and any other pertinent info needed to support investor engagement and market openness.

UKLR 9Equity shares (industrial companies): more issuances, dealing in own securities and treasury sharesPre-emption rights apply to the business's noted shares. Particular rules apply in relation to rights issues, open offers and placements (and a maximum 10% discount applies to open deals and placings). UKLR 10Equity shares (industrial business): material of circularsShareholder circulars need to abide by specific material requirements, and circulars in relation to particular transactions (consisting of a reverse takeover) should be approved by the FCA.UKLR 20Admission to listing: processes and proceduresSpecific procedural and documentary requirements are set out in relation to an application for listing of securities (including the submission timing of providing documents to the FCA). UKLR 21Suspending, cancelling, bring back listing and transfer between listing classifications: all securitiesThe FCA may suspend the listing of a company's securities if the smooth operation of the marketplace is, or might be, temporarily jeopardised or it is needed to secure investors.

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In addition to the new business business category, the FCA also produced brand-new categories for global secondary listings (UKLR 14) and shell business (UKLR 13). For shell business and SPACs, in the UKLR, the FCA mainly kept the rules that had actually applied to the previous basic listing segment, with boosted eligibility requirements setting time limits within which preliminary transactions must be completed by SPACs.

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In addition, the FCA reverted to a guidance-based technique permitting larger SPACs to willingly put in location sufficient financier protections to avoid a presumption of suspension of listing as and when a preliminary deal is announced. Ahead of publication of the UKLR and to provide impact to the recommendations coming out of Lord Hill's review, the FCA executed certain changes to eligibility requirements set out in the then Listing Guidelines with impact from completion of December 2021, especially to reduce the totally free float requirement from 25% in "public hands" to 10% and to increase the minimum market capitalization threshold for premium and basic listing sectors from 700,000 to 30 million (read our summary here). With the UKLR, the FCA made more changes to eligibility criteria consisting of the adoption of a single set of Noting Concepts (to show the collapse of the previous premium and standard listing sections into a single commercial company category) and removed the previous premium listing requirements for a three-year income track record and "tidy" working capital statement.