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The Financial Conduct Authority (FCA) has published Handbook Notice 140, which confirms a number of changes to the UK Listing Rules (UKLRs), including in relation to the notification requirements when a listed company issues further shares.
The rule changes, which follow consultations in Quarterly Consultation Paper No. 51 (CP26/8) (see our blog post here) and Quarterly Consultation Paper 50 (CP25/35) (see our blog post here), came into force on 24 April 2026.
Further share issues
Under the Prospectus Rules: Admission to Trading on a Regulated Market sourcebook (PRM), listed companies must announce the admission of new shares to trading within 60 days of admission (PRM 1.6.4R). However, under UKLR 6.4.4R(4) they were also required to announce the results of any new issue of shares as soon as possible (with the previous exemption for block listings deleted in January this year). The FCA has now deleted UKLR 6.4.4R (4) and UKLR 6.4.5R, (and the equivalent rules for companies in other listing categories).
The FCA acknowledges there is an overlap in the information required under PRM 1.6.4R and the announcement of changes in total voting rights in a company required at the month-end under DTR 5. It confirms that issuers may make notifications under PRM 1.6.4 and DTR 5 on the same day, but they should do so by way of separate notifications with different headline categories. It says it will consider streamlining these requirements as part of its upcoming review of the Disclosure and Transparency Rules.
The requirements under the London Stock Exchange Admission and Disclosure Standards when admitting new shares to trading are unchanged.
Other miscellaneous changes to the UKLRs
Other changes to the UKLRs include:
- confirmation that the information that has to be disclosed on a significant transaction can be included in a shareholder circular;
- the addition of guidance to make it clear that, on a related party transaction, the sponsor may take into account, but not rely on, the directors’ commercial assessments, and that the requirement to make a supplementary notification in the event of a material change ends when the transaction completes; and
- clarification of how to calculate free float when some of the shares are subject to a lock-up.
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