Securing Venture Funding for Mid-Market Firms

One of the key changes made to the program was to collapse the previous premium and basic listing segments of the managed market into a flagship single listing classification for Equity Shares in Business Business (ESCC), referred to as the "commercial business" classification. Whilst the intent was to present lighter-touch regulation for the industrial business classification (compared with the previous premium listing sector) the new guidelines still represented an action up from the previous standard listing requirements.

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

ANSR July UK PRs

UKLR 2Listing PrinciplesThe Listing Principles need business to, to name a few, establish and keep adequate procedures, systems and controls to enable them to comply with their commitments under the UKLR (Noting Concept 1) and handle the FCA in an open and co-operative way (Noting Principle 2). UKLR 3Requirements for listing: all securitiesShares must be freely transferable, fully paid and complimentary from all restrictions on the right to move.

UKLR 5Equity shares (commercial companies): requirements for admission to listingAt least 10% of shares of the noted class needs to be dispersed to the public (i.e.

A business should embrace a constitution permitting it to comply with the UKLR. UKLR 6Equity shares (commercial companies): continuing obligationsCommercial companies are subject to continuing responsibilities, consisting of: annual reporting requirements (consisting of compliance with the UK Corporate Governance Code, or a description in the event of non-compliance); compliance with environment and diversity disclosure requirements; and market announcement requirements.

The substantial deal statement must consist of specified info, including: the benefits and dangers of the deal; a statement on the effect of the transaction on the group's profits, possessions and liabilities; information of any break charge; a "finest interests" statement by the board; and any other pertinent information necessary to support investor engagement and market transparency.

UKLR 9Equity shares (business companies): more issuances, handling own securities and treasury sharesPre-emption rights use to the business's listed shares. Particular rules apply in relation to rights concerns, open deals and placings (and an optimum 10% discount uses to open deals and placings). UKLR 10Equity shares (industrial business): content of circularsShareholder circulars should comply with specific material requirements, and circulars in relation to specific transactions (consisting of a reverse takeover) needs to be authorized by the FCA.UKLR 20Admission to listing: procedures and proceduresSpecific procedural and documentary requirements are set out in relation to an application for listing of securities (including the submission timing of providing files to the FCA). 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 may be, briefly jeopardised or it is essential to protect financiers.

Building Ethical Trade Networks for 2026

In addition to the new industrial company classification, the FCA also produced new classifications for worldwide secondary listings (UKLR 14) and shell business (UKLR 13). For shell companies and SPACs, in the UKLR, the FCA mainly kept the guidelines that had actually used to the previous basic listing section, with improved eligibility requirements setting time frame within which initial deals should be completed by SPACs.

ANSR July UK PRs

In addition, the FCA reverted to a guidance-based approach allowing larger SPACs to voluntarily put in place adequate investor defenses to avoid an anticipation of suspension of listing as and when a preliminary transaction is revealed. Ahead of publication of the UKLR and to provide impact to the suggestions coming out of Lord Hill's evaluation, the FCA carried out certain changes to eligibility requirements set out in the then Noting Guidelines with effect from completion of December 2021, especially to reduce the complimentary float requirement from 25% in "public hands" to 10% and to increase the minimum market capitalization threshold for premium and standard listing segments from 700,000 to 30 million (read our summary here). With the UKLR, the FCA made more modifications to eligibility criteria including the adoption of a single set of Noting Principles (to reflect the collapse of the previous premium and standard listing sections into a single business business category) and got rid of the previous premium listing requirements for a three-year revenue performance history and "clean" working capital declaration.