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The FCA has published its latest Quarterly Consultation Paper No. 51 (CP26/8) which includes proposals to amend the notification requirements under the UKLRs when a company issues further shares. The FCA is also proposing various minor changes to the Prospectus Rules: Admission to Trading on a Regulated Market sourcebook (PRM) to give proper effect to its policy proposals.
UKLRs
The FCA is consulting on amending the notification obligation in the UKLRs for listed companies issuing further securities.
Under PRM 1.6.4R, listed companies must announce the admission to trading of new shares within 60 days of admission. However, under UKLR 6.4.4R(4) they are 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 says that these two different deadlines for notifying the market of the same issuance are unintentional and disproportionate.
The FCA is therefore proposing to delete UKLR 6.4.4R(4) (and UKLR 6.4.5R, along with the equivalent UK Listing Rules for issuers in other listing categories) and retain PRM 1.6.4R, so that new share issues will only have to be notified within 60 days.
Pending this rule change, the FCA published a forbearance statement on these notification requirements in February this year – see our blog post here.
PRM
Key proposed changes to the PRM include:
- Prospectus exemption for director/employee share schemes (PRM 1.4.12R) – The exemption from the requirement for a prospectus where shares are being allotted to directors/employees will be amended to make clear a listed company cannot use the exemption where it is raising new funds and the allotment to a director/employee is purely for the purpose of an onward transfer to a third party.
- Protected forward-looking statements (PFLS) (PRM 8.2.3R) – PRM 8.2.3R currently requires accompanying statements to appear immediately next to PFLS. The FCA is proposing that the accompanying statement need only appear adjacent to one instance of the relevant PFLS, rather than being repeated throughout the prospectus.
- IPO prospectus publication (PRM 9.5.2R) – The rule requiring the prospectus to be published at least three working days before the end of the offer period will be amended to clarify that it applies only to IPOs involving retail participation.
For further details on the new public offer and admissions to trading regime, see our blog post here.
The consultation deadline for the proposed UKLR amendments is 26 March 2026 and for the proposed PRM changes 20 April 2026.
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