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Among the key modifications made to the routine was to collapse the previous premium and standard listing sections of the managed market into a flagship single listing category for Equity Shares in Industrial Companies (ESCC), referred to as the "commercial business" classification. Whilst the intent was to introduce lighter-touch regulation for the industrial company classification (compared with the previous premium listing section) the new rules still represented a step up from the previous basic listing requirements.

The shift category is closed to brand-new candidates and to transfers from other classifications. The FCA has not yet set a particular end date for the transition category, however this will be kept under review. The key arrangements of the UKLR sourcebook for industrial business are set out in the table below: Secret contents of the UKLR sourcebook for industrial companiesUKLR 1Preliminary: all securitiesThe FCA can dispense with certain UKLR requirements as it thinks about appropriate.

ANSR July UK PRs

UKLR 2Listing PrinciplesThe Listing Principles require business to, amongst others, develop and keep sufficient procedures, systems and controls to allow them to comply with their obligations under the UKLR (Listing Principle 1) and handle the FCA in an open and co-operative way (Listing Principle 2). UKLR 3Requirements for listing: all securitiesShares must be freely transferable, fully paid and complimentary from all restrictions on the right to move.

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

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A business must adopt a constitution enabling it to comply with the UKLR. A company must have the ability to demonstrate its board has strategic autonomy. Limitations apply to shares bring weighted ballot rights. UKLR 6Equity shares (business business): continuing obligationsCommercial companies undergo continuing commitments, including: annual 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 significant deal statement need to include specified information, consisting of: the advantages and dangers of the transaction; a statement on the effect of the deal on the group's revenues, assets and liabilities; details of any break fee; a "benefits" statement by the board; and any other relevant details essential to support shareholder engagement and market openness.

UKLR 9Equity shares (industrial companies): additional issuances, handling own securities and treasury sharesPre-emption rights apply to the company's noted shares. Particular guidelines apply in relation to rights problems, open offers and placings (and a maximum 10% discount rate applies to open offers and placings). UKLR 10Equity shares (business business): material of circularsShareholder circulars should abide by particular content requirements, and circulars in relation to particular transactions (including a reverse takeover) must be authorized by the FCA.UKLR 20Admission to listing: processes and proceduresSpecific procedural and documentary requirements are set out in relation to an application for listing of securities (including the submission timing of using documents to the FCA). UKLR 21Suspending, cancelling, bring back listing and transfer between listing categories: all securitiesThe FCA may suspend the listing of a business's securities if the smooth operation of the marketplace is, or may be, momentarily jeopardised or it is required to safeguard financiers.

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In addition to the new commercial company category, the FCA also produced brand-new classifications for worldwide secondary listings (UKLR 14) and shell business (UKLR 13). For shell business and SPACs, in the UKLR, the FCA mostly maintained the rules that had applied to the previous standard listing sector, with improved eligibility requirements setting time limitations within which initial transactions should be finished by SPACs.

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In addition, the FCA reverted to a guidance-based method allowing larger SPACs to willingly put in location adequate investor securities to prevent a presumption of suspension of listing as and when a preliminary deal is announced. Ahead of publication of the UKLR and to offer impact to the suggestions coming out of Lord Hill's evaluation, the FCA implemented particular modifications to eligibility requirements set out in the then Noting Rules with impact from the end of December 2021, significantly to minimize the totally free float requirement from 25% in "public hands" to 10% and to increase the minimum market capitalization threshold for premium and basic listing segments 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 Listing Principles (to show the collapse of the previous premium and standard listing segments into a single industrial business category) and got rid of the previous premium listing requirements for a three-year earnings track record and "tidy" working capital statement.