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One of the key modifications made to the program was to collapse the previous premium and standard listing sections of the controlled market into a flagship single listing category for Equity Shares in Industrial Companies (ESCC), described as the "commercial company" category. Whilst the objective was to introduce lighter-touch regulation for the industrial company category (compared with the previous premium listing section) the brand-new rules still represented an action up from the previous basic listing requirements.

The shift category is closed to new applicants and to transfers from other categories. The FCA has not yet set a specific end date for the transition classification, however this will be kept under evaluation. The essential provisions of the UKLR sourcebook for commercial companies are set out in the table below: Key contents of the UKLR sourcebook for industrial companiesUKLR 1Preliminary: all securitiesThe FCA can ignore certain UKLR requirements as it considers suitable.

ANSR July UK PRs

UKLR 2Listing PrinciplesThe Listing Concepts need companies to, to name a few, establish and preserve adequate treatments, systems and controls to enable them to abide by their commitments under the UKLR (Noting Principle 1) and deal with the FCA in an open and co-operative manner (Listing Concept 2). UKLR 3Requirements for listing: all securitiesShares must be easily transferable, completely paid and totally free from all restrictions on the right to transfer.

UKLR 5Equity shares (business business): requirements for admission to listingAt least 10% of shares of the listed class should be distributed to the public (i.e.

A company should embrace a constitution allowing it to comply with the UKLR. UKLR 6Equity shares (commercial companies): continuing obligationsCommercial companies are subject to continuing responsibilities, including: yearly reporting requirements (including compliance with the UK Corporate Governance Code, or an explanation in the event of non-compliance); compliance with climate and variety disclosure requirements; and market announcement requirements.

The considerable deal statement need to include specified information, consisting of: the benefits and threats of the deal; a statement on the effect of the transaction on the group's earnings, properties and liabilities; details of any break fee; a "finest interests" declaration by the board; and any other appropriate information essential to support shareholder engagement and market transparency.

UKLR 9Equity shares (business companies): more issuances, dealing in own securities and treasury sharesPre-emption rights apply to the business's listed shares. UKLR 21Suspending, cancelling, restoring listing and transfer in between listing classifications: all securitiesThe FCA might suspend the listing of a business's securities if the smooth operation of the market is, or may be, temporarily jeopardised or it is needed to safeguard financiers.

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

ANSR July UK PRs

In addition, the FCA went back to a guidance-based technique allowing larger SPACs to willingly put in location adequate financier securities to prevent an anticipation of suspension of listing as and when a preliminary deal is announced. Ahead of publication of the UKLR and to give effect to the suggestions coming out of Lord Hill's evaluation, the FCA executed particular changes to eligibility criteria set out in the then Noting Guidelines with impact from the end of December 2021, significantly to lower the complimentary float requirement from 25% in "public hands" to 10% and to increase the minimum market capitalization threshold for premium and basic listing sections from 700,000 to 30 million (read our summary here). With the UKLR, the FCA made more modifications to eligibility requirements consisting of the adoption of a single set of Noting Concepts (to reflect the collapse of the previous premium and basic listing sectors into a single industrial company classification) and removed the previous premium listing requirements for a three-year earnings track record and "tidy" working capital declaration.