Changes to UK listing rules
Tina Whitington 
Date published: Feb 03, 25
The Financial Conduct Authority (FCA) published revised listing rules on July 11 2024. These set out a simplified listings regime with a single category and streamlined eligibility for those companies seeking to list their shares in the UK. This therefore removes the distinction between a standard and premium listing on the London Stock Exchange.
This represents a major overhaul of the listing rules to align the UK’s regime with international market standards. The aim was to ensure investors will have the information they need to make decisions about their money, while maintaining appropriate investor protections to hold the management of the companies they co-own to account.
The new rules remove the need for votes on significant or related party transactions and offer flexibility around enhanced voting rights. Shareholder approval for key events, like reverse takeovers and decisions to take the company’s shares off an exchange, are still required.
In summary, the new rules, effective from July 29, 2024, establish a simpler and more flexible disclosure-based listing framework. Designed to foster growth and innovation, these changes aim to make the UK stock markets more accessible, while reducing the regulatory burden on companies.
Notable changes to the UK listing rules
These changes aim to make the UK a more competitive and attractive listing venue by reducing regulatory burdens and increasing flexibility, but how are they planning to do this:
1. New listing category
A single listing category for equity shares in commercial companies now replaces the old premium and standard segments, simplifying the process while keeping key regulations intact.
2. Significant transactions
The rules for significant transactions have been simplified. These no longer require shareholder circulars, approvals or FCA pre-approval — just detailed public announcements.
3. Related party transactions
Large, related party transactions no longer need FCA-approved circulars or shareholder approval. Instead, companies must disclose details and obtain a "fair and reasonable" opinion from a sponsor.
4. Dual class share structures
The updated rules are more flexible, giving founders and pre-IPO investors enhanced voting rights. Limits on voting ratios and transferability have been eased to encourage inclusivity in share structures.
5. Eligibility criteria
Companies no longer need to show a three-year revenue track record or provide financial data for 75% of their business. This change allows listings for companies with shorter histories or limited records.
6. Sponsor regime
The role of sponsors post-IPO has been scaled back. Sponsors will now focus primarily on significant transactions and offering guidance when requested.
7. Continuing obligations
Listed companies must follow the UK Corporate Governance Code and Task Force on Climate-Related Financial Disclosures on a "comply or explain" basis, ensuring transparency and accountability.
Who will be affected by these changes?
The new UK listing rules significantly impact various stakeholders by creating a more streamlined, flexible, and transparent framework. Companies looking to list will benefit from simplified eligibility criteria, making it easier for businesses with limited operating history or complex financial backgrounds to access the market.
Currently listed companies will need to adapt to new categories and compliance obligations, while founders and pre-IPO investors gain more control through permissive dual class share structures.
Investors may find UK-listed companies more attractive due to reduced regulatory burdens and improved transparency. Financial advisors and sponsors must adapt to a refined sponsor regime, focusing on key transactions and guidance. These changes position the UK as a more competitive and appealing listing venue on the global stage.
The new UK listing rules remove key barriers, including the need for companies to publish three years of historical financial information or demonstrate a three-year revenue track record. These changes make the UK market more accessible to businesses with limited operating histories, such as start-ups, high-growth firms and companies with complex financial backgrounds. By reducing these requirements, the rules aim to attract innovative and dynamic companies, enhancing the UK’s competitiveness as a global listing destination, while maintaining transparency through ongoing compliance.
Navigating changes to the UK listing rules can be challenging, but compliance doesn’t have to be overwhelming. With Ideagen Disclose, preparing financial statements becomes seamless, thanks to its automated disclosure checklist that ensures you meet all necessary requirements effortlessly. Meanwhile, Ideagen Audit Analytics offers access to a robust database, keeping you informed and equipped to handle regulatory developments. From adapting to simplified eligibility criteria to managing ongoing disclosure obligations, Ideagen delivers the tools and confidence you need to thrive in today’s ever-changing regulatory environment.
