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Among the essential changes made to the regime was to collapse the previous premium and standard listing sectors of the regulated market into a flagship single listing category for Equity Shares in Business Business (ESCC), described as the "commercial business" category. Whilst the intention was to present lighter-touch policy for the commercial company category (compared to the previous premium listing segment) the brand-new guidelines still represented a step up from the previous standard listing requirements.

The transition category is closed to new applicants and to transfers from other categories. The FCA has not yet set a specific end date for the transition category, however this will be kept under evaluation. The essential arrangements of the UKLR sourcebook for business business are set out in the table listed below: Secret contents of the UKLR sourcebook for commercial companiesUKLR 1Preliminary: all securitiesThe FCA can dispense with specific UKLR requirements as it thinks about appropriate.

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UKLR 2Listing PrinciplesThe Listing Concepts need business to, amongst others, develop and maintain appropriate treatments, systems and controls to enable them to adhere to their commitments under the UKLR (Listing Principle 1) and deal with the FCA in an open and co-operative manner (Noting Principle 2). UKLR 3Requirements for listing: all securitiesShares must be easily transferable, totally paid and complimentary from all constraints on the right to transfer.

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

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A company must adopt a constitution enabling it to comply with the UKLR. A business needs to have the ability to show its board has tactical autonomy. Limitations apply to shares carrying weighted ballot rights. UKLR 6Equity shares (business business): continuing obligationsCommercial companies are subject to continuing responsibilities, including: annual reporting requirements (consisting of compliance with the UK Corporate Governance Code, or a description in the event of non-compliance); compliance with climate and diversity disclosure requirements; and market statement requirements.

The considerable deal announcement should consist of specified information, including: the advantages and dangers of the deal; a statement on the result of the transaction on the group's revenues, assets and liabilities; details of any break cost; a "best interests" declaration by the board; and any other pertinent info required to support investor engagement and market transparency.

UKLR 9Equity shares (industrial business): further issuances, handling own securities and treasury sharesPre-emption rights use to the business's listed shares. Specific guidelines apply in relation to rights concerns, open offers and placements (and a maximum 10% discount applies to open deals and placements). UKLR 10Equity shares (industrial companies): content of circularsShareholder circulars must comply with particular material requirements, and circulars in relation to specific transactions (consisting of a reverse takeover) should be approved 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 (consisting of the submission timing of offering files to the FCA). UKLR 21Suspending, cancelling, bring back listing and transfer in between listing categories: all securitiesThe FCA may suspend the listing of a business's securities if the smooth operation of the marketplace is, or might be, briefly jeopardised or it is required to secure financiers.

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In addition to the new business business classification, the FCA also produced new categories for worldwide secondary listings (UKLR 14) and shell companies (UKLR 13). For shell business and SPACs, in the UKLR, the FCA mainly preserved the rules that had applied to the previous standard listing segment, with improved eligibility requirements setting time frame within which preliminary deals need to be completed by SPACs.

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In addition, the FCA reverted to a guidance-based method allowing larger SPACs to voluntarily put in place enough 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 result to the suggestions coming out of Lord Hill's evaluation, the FCA executed particular changes to eligibility requirements set out in the then Noting Rules with effect from completion of December 2021, notably to lower the free float requirement from 25% in "public hands" to 10% and to increase the minimum market capitalization threshold for premium and basic listing sections from 700,000 to 30 million (read our summary here). With the UKLR, the FCA made further modifications to eligibility requirements consisting of the adoption of a single set of Listing Concepts (to reflect the collapse of the previous premium and standard listing segments into a single industrial business category) and removed the previous premium listing requirements for a three-year earnings track record and "clean" working capital declaration.