Welcome to the July 2025 edition of our quarterly update for listed companies. If you would like to discuss any of these developments in further detail, please feel free to get in touch with any of the contacts listed at the end of this note. Our dedicated Listed Company Advisory Team can support on the full range of legal issues that are relevant to listed companies, from directors' duties, disclosure and reporting obligations and annual general meetings, through to the management of board-level issues and stakeholder engagement, including all areas of corporate governance, sustainability and related ESG matters.
New Prospectus Rules
The FCA's long-awaited final prospectus rules, which will replace the current UK prospectus regime, were published on 19 July 2025, with the new Prospectus Rules: Admissions to Trading on a Regulated Market ("PRM") sourcebook due to take effect on 19 January 2026. The key change is with respect to secondary fundraisings, with the current limit on issuing 20% or more of a company's issued share capital in a 12-month period, beyond which a prospectus is required, to be raised to 75%.
For our key takeaways, see our briefing note.
FCA Technical Note: Guidance on Application of Complex Financial History and Significant Financial Commitment Rules
On 25 July 2025, the FCA issued a draft Technical Note: Guidance on application of complex financial history and significant financial commitment rules for further consultation, having updated the guidance following feedback received in response to Consultation Paper CP24/12.
The guidance is based on the current Prospectus Regulation Rules ("PRR") and the UK Prospectus Regulation (in particular Article 18) currently in force. Once the guidance is finalised, it is intended that it will be used by companies preparing prospectuses under the PRR. The FCA then aims to update the approved Technical Note in line with the new PRM sourcebook when this sourcebook comes into force, although the FCA noted in Primary Market Bullet 57 that it does not expect to make material changes to the guidance (subject to responses to the consultation).
FCA Market Oversight: Detection Capabilities
The FCA noted in Primary Market Bulletin No. 56 that it has created the new Market Oversight Data & Intelligence department to optimise and develop the FCA's data technologies to ensure a data-led approach to identifying potential harms. As part of its monitoring work, the FCA has developed new alerts using position and transaction reports to identify late submissions and failures to report. These new capabilities triggered the FCA's enforcement investigation into transactions made by Mr András Sebők, which we covered in the January 2025 edition of our Quarterly Listed Companies Update.
The FCA has reminded directors, other PDMRs, major shareholders and holders of net short positions of the importance of meeting their reporting obligations under the relevant rules and taking their obligations seriously.
Enhancements to the National Storage Mechanism (NSM)
In Primary Market Bulletin No. 57, the FCA flagged a number of specific changes that issuers should be aware of in connection with the changes to the NSM that will come into effect on 3 November 2025. These key changes include automated metadata checks, a requirement to have a Legal Entity Identifier (LEI) with an 'issued' registration status, a new facility through which to make corrections to previously filed disclosures via ESS or via a Primary Information Provided and updated headline codes and categories.
Issuers should also note that the facility to upload files to the NSM via ESS will be unavailable on 1 and 2 November 2025.
Streamlining Submissions of UK MAR Notification Forms
The FCA has confirmed in Primary Market Bulletin No. 57 that this year it will be updating the Delayed Disclosure of Inside Information (DDII) and Persons Discharging Managerial Responsibilities (PDMR) notification portal. The changes are intended to make the forms easier and quicker for submitters to complete, reduce errors and ensure greater consistency in the information submitted. The FCA will publish further details and guidance in due course.
Economic Crime and Corporate Transparency Act 2023: Identity Verification Regime
In relation to the new identity verification ("IDV") measures under the Economic Crime and Corporate Transparency Act 2023, as of April 2025, Companies House has opened its direct IDV route, enabling inpiduals to get ahead on compliance with IDV. While IDV will not be mandatory until Autumn 2025 for newly incorporated companies, with an up to 12-month transition phase for existing companies (based on their confirmation statement filing deadline), IDV can now be completed on a voluntary basis. Listed companies with directors who are based overseas and/or not UK nationals, or who use a different name for professional purposes, may need to use an authorised corporate service provider rather than Companies House for the verification process. For further information on the regime, including the steps that companies can take to prepare, please see our briefing note.
Digitisation Taskforce Final Report: Proposed Abolition of Paper Share Certificates for Listed Companies
The Digitisation Taskforce, which was set up to (i) drive forward the full digitisation of the UK shareholding framework by eliminating the use of paper share certificates, and (ii) improve the UK's intermediated system of share ownership, has published its final report which includes action points and an indicative timeline.
The report recommends the removal of paper share certificates in listed companies and moving to a fully intermediated system in three steps:
- Removal of paper shares and establishment of digitised registers.
- Preparing for a fully intermediated system, including by enhancing the experience of ultimate beneficial owners to address concerns with respect to the ability for retail shareholders to exercise their rights under the current intermediated system.
- All shares transition into the intermediated securities chain.
Takeover Panel Consultation on Dual Class Share Structures, IPOs and Share Buybacks
The Takeover Panel (the "Panel") is consulting on dual class share structures ("DCSS"), IPOs and share buybacks, with comments sought by 26 September 2025. The Panel aims to publish a Response Statement setting out the final amendments to the Takeover Code (the "Code")by the end of 2025. The proposed changes include clarifications with respect to how the Code applies to DCSS companies and amendments to the provisions relating to disqualifying transactions, which can currently be overly restrictive when a company seeks a waiver of Rule 9 of the Code in relation to a share buyback.
Government Consultation on Sustainability Reporting and Transition Planning
The Government has published a long-awaited consultation on the adoption of ISSB sustainability standards as the first UK Sustainability Reporting Standards, and on assurance of sustainability-related financial disclosures. At the same time, the Government is consulting on how to implement its manifesto commitment to mandate UK-regulated financial institutions – including banks, asset managers, pension funds, and insurers – and FTSE 100 companies to develop and implement credible transition plans that align with the 1.5°C goal of the Paris Agreement. The consultations are open until 17 September 2025, with separate consultations expected to be launched by the FCA on both sustainability disclosure requirements and transition plans for listed companies.
For further information, see our briefing.
FRC Report: Structured Digital Reporting – 2024/25 Insights
The FRC has published its insights on structured digital reporting for 2024/25, which is aimed at enhancing the quality and accessibility of financial reports through recommendations based on the findings gathered during the process. The FRC has highlighted the key areas that could benefit from additional focus:
- Custom tags / extensions being created when not necessary.
- Incorrect anchoring of extensions.
- Instances where the accounting meaning of tags used does not correspond to the facts reported or do not reflect the correct standard.
- Amounts being reported with the incorrect sign or scale.
- Missing mandatory tags or the relevant level of granularity not being applied.
- Design issues, with many companies also failing to put the file on their website or limit its value by delaying publication or not providing the tags in a viewable format.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
