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One of the key changes made to the routine was to collapse the previous premium and standard listing segments of the controlled market into a flagship single listing classification for Equity Shares in Business Business (ESCC), referred to as the "industrial company" classification. Whilst the intention was to introduce lighter-touch regulation for the commercial company classification (compared with the previous premium listing segment) the brand-new rules still represented a step up from the previous standard listing requirements.

The shift category is closed to brand-new candidates and to transfers from other categories. The FCA has actually not yet set a particular end date for the shift category, however this will be kept under evaluation. The essential provisions of the UKLR sourcebook for industrial business are set out in the table below: Key contents of the UKLR sourcebook for industrial companiesUKLR 1Preliminary: all securitiesThe FCA can do without certain UKLR requirements as it thinks about suitable.

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UKLR 2Listing PrinciplesThe Listing Concepts need companies to, among others, establish and maintain sufficient treatments, systems and controls to allow them to comply with their commitments under the UKLR (Noting Principle 1) and deal with the FCA in an open and co-operative way (Noting Concept 2). UKLR 3Requirements for listing: all securitiesShares should be freely transferable, fully paid and devoid of all limitations on the right to move.

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

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A business needs to adopt a constitution permitting it to adhere to the UKLR. A business must be able to demonstrate its board has strategic autonomy. Limitations apply to shares bring weighted voting rights. UKLR 6Equity shares (business companies): continuing obligationsCommercial business go through continuing commitments, including: yearly reporting requirements (consisting of compliance with the UK Corporate Governance Code, or a description in case of non-compliance); compliance with environment and diversity disclosure requirements; and market announcement requirements.

The considerable deal statement should consist of defined details, consisting of: the benefits and risks of the deal; a declaration on the result of the transaction on the group's profits, possessions and liabilities; information of any break charge; a "best interests" declaration by the board; and any other pertinent info required to support investor engagement and market openness.

UKLR 9Equity shares (commercial companies): additional issuances, dealing in own securities and treasury sharesPre-emption rights use to the company's noted shares. UKLR 21Suspending, cancelling, restoring listing and transfer in between listing categories: all securitiesThe FCA might suspend the listing of a business's securities if the smooth operation of the market is, or might be, briefly jeopardised or it is necessary to safeguard investors.

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In addition to the new commercial company category, the FCA also developed brand-new categories for worldwide secondary listings (UKLR 14) and shell business (UKLR 13). For shell companies and SPACs, in the UKLR, the FCA mainly preserved the rules that had applied to the previous standard listing section, with enhanced eligibility requirements setting time frame within which preliminary deals should be completed by SPACs.

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In addition, the FCA went back to a guidance-based approach allowing bigger SPACs to willingly put in place adequate financier defenses to prevent an anticipation of suspension of listing as and when a preliminary transaction is revealed. Ahead of publication of the UKLR and to give effect to the suggestions coming out of Lord Hill's review, the FCA carried out specific modifications to eligibility criteria set out in the then Noting Rules with impact from completion of December 2021, especially to decrease the totally free float requirement from 25% in "public hands" to 10% and to increase the minimum market capitalization limit for premium and standard listing sections from 700,000 to 30 million (read our summary here). With the UKLR, the FCA made further changes to eligibility criteria including the adoption of a single set of Listing Principles (to show the collapse of the previous premium and standard listing sectors into a single industrial company category) and got rid of the previous premium listing requirements for a three-year profits track record and "clean" working capital statement.