How to Scale Mid-Market Expansion in 2026

In connection with its evaluation of the UK listing regime explained above, the FCA made a couple of modifications to the continuing responsibilities of listed companies, all of which became efficient on 29 July 2024 with the adoption of the UKLR sourcebook. In connection with the collapse of the previous premium and basic listing sectors into the new business business classification, the Listing Concepts (set out in UKLR 2) were streamlined to need industrial business to: establish and keep adequate treatments, systems and controls to enable them to adhere to their obligations under the UKLR (Principle 1); handle the FCA in an open and co-operative manner (Concept 2); take affordable steps to allow its directors to comprehend their responsibilities and responsibilities as directors (Concept 3); act with integrity towards the holders and possible holders of its listed securities (Principle 4); ensure that it treats all holders of the very same class of its listed securities that remain in the same position equally in respect of the rights attaching to those listed securities (Concept 5); andcommunicate info to holders and potential holders of its listed securities in such a way as to prevent the production or extension of a false market in those listed securities (Principle 6).

As part of the assessment on changes to the UK listing program, the decision was taken to keep the function of sponsor. Due to the fact that of the lighter-touch guideline of the new business company classification (notably a relaxation of shareholder approval requirements for considerable and associated party deals as explained listed below), a sponsor is now just needed to be selected: in the context on an IPO, where a company is looking for admission for the very first time; in the context of a substantial or related celebration transaction, where a request is made to the FCA for individual assistance or modification or waiver of the guidelines in UKLR 7 or UKLR 8; in the context of a related celebration transaction, to verify the deal is "fair and reasonable"; in the context of a reverse takeover, to offer assistance and submit a circular and prospectus; where needed by the FCA due to a breach (or thought breach) of the UKLR or DTR sourcebooks; for certain transfers between listing classifications; andin the context of further share issuances, if a listed business is needed to submit a file such as a prospectus to the FCA for approval.

ANSR July UK PRs

Appropriately, under UKLR 7, commercial business are required to make a market announcement as quickly as possible after the terms of a significant deal (25%+ on any one of the class tests (consideration, assets and capital), omitting deals in the regular course of business) are agreed. No statement requirements are recommended for deals below that threshold, but the requirements of the UK Market Abuse Guideline (UK MAR) apply.

When it comes to a disposal, the announcement must also consist of particular financial details. There is likewise an overarching catch-all obligation to divulge any other appropriate circumstances or information essential to make it possible for shareholders to evaluate the terms and effect of the transaction. No investor approval or circular requirements apply to a considerable transaction, nor exists any requirement to select a sponsor (save where guidance, waiver or adjustments from the FCA are looked for).

ANSR July UK PRs

Scale Mid-Market Strategy in 2026

Under UKLR 7.5, reverse takeovers (100%+ on any one of the class tests (factor to consider, possessions and capital)) continue to need a market statement, an FCA-approved circular and shareholder approval. Sponsor assistance need to be acquired if a company is proposing to participate in a deal which might amount to a reverse takeover and one should be selected in respect of the circular and any re-admission prospectus.

Accordingly, under UKLR 8, for transactions including a related party (for instance, a 20% shareholder or current/former director) which exceed the 5% class test threshold (omitting transactions in the common course of organization), the list below requirements apply: board approval of the deal, leaving out any conflicted directors; written confirmation from a sponsor that the deal terms are "reasonable and sensible"; anda market statement as soon as possible after the transaction terms are agreed which should consist of, amongst other requirements, a "fair and reasonable" statement by the board.

ANSR July UK PRs

The findings of the review were published in July 2022 and included a number of suggestions to the federal government, the FCA and the Pre-Emption Group (PEG).