New UK Listing Rules - Non-equity securities
18 July 2024
On 11 July 2024 the FCA published Policy Statement PS24/6 (Primary Markets Effectiveness Review: Feedback to CP23/31 and final UK Listing Rules) in which it set out its final rules for a new, simplified UK listing regime taking effect from 29 July 2024. These reforms, which follow from the UK Listings Review launched in November 2020, are billed by the FCA as the most significant changes to the UK’s listing regime in over three decades. However, while there are important changes as regards equity securities, the impact with regard to non-equity securities will be far more modest.
There are a number of key reforms with regard to the listing of equity securities including the replacement of the current premium and standard listed share categories with a single category for commercial companies. For more information, see this Ashurst briefing.
The new rules will not make any material changes to the listing rules for non-equity securities, nor for the majority of other standard listed instruments (for example, depositary receipts). However, the new rules are being given effect through the replacement of the current Listing Rules sourcebook in the FCA Handbook by an entirely new sourcebook: the "UK Listing Rules" sourcebook (UKLR).
For listings of securities other than shares there is nothing very significant in the new rules other than some re-ordering of familiar provisions. The new UK Listing Rules sourcebook will include:
The one aspect of the new rules proposed under PS24/6 which has caught the attention of issuers of non-equity securities is the requirement for a formal confirmation by the board of directors of the issuer to confirm that the issuer has established adequate procedures, systems and controls to enable it to comply with its obligations under the UKLRs and other rules. Whilst this requirement has been carried forward from PS24/6, there are two welcome amendments to the original proposal in relation to the form and timing in the final rules:
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