Below is our quarterly briefing covering the most important developments for UK PLCs, UK equity capital markets and UK public M&A.
In this issue, we review:
- New UK Prospectus Rules
- The new prospectus rules are due to come into force in January 2026.
- FCA’s Quarterly Consultation Paper 49
- The FCA’s proposals include the amendment of the share buyback reporting obligation to align the UK Listing Rules with UK MAR and the extension of the FCA’s penalties to PISCES trading platforms.
- FCA Guidance on Complex Financial History and Significant Financial Commitment Rules
- The FCA has published draft guidance as to when an issuer has a complex financial history and when standalone financials for an acquired company are required to be included in a prospectus.
- Market Watch 83
- LSE’s Admission and Disclosure Standards and New Private Securities Market
- The LSE has updated its standards and published a consultation on new Private Securities Market (PSM) to facilitate the launch of the new PISCES market.
- Takeover Panel Developments
- A consultation paper proposed changes to the Takeover Code in relation to dual class share structures and share buybacks.
- New Practice Statements on profit forecasts and unlisted share alternatives provided guidance on interpretation and relevant dispensations, and the permissibility of certain terms, respectively.
- The Panel’s 2025 Annual Report outlined key statistics on the structure, value and progression of firm offers in the last 12 months.
- Expiration of UKLR Transitional Provisions
- Two transitional provisions regarding inflight applications and shell companies expired on 29 July 2025.
- Digitisation Taskforce Final Report
- The government intends to legislate for the Digitisation Taskforce’s recommendations for digitising all UK shares by the end of 2027.
- LSE 2026 Dividend Procedure Timetable
New 2025 UK Prospectus Rules
15 July 2025 / FCA
The FCA has published the final rules of the new UK prospectus regime. These rules will come into force in January 2026 and are expected to simplify the process and reduce the costs associated with raising new equity capital for UK-listed companies. The new rules bring the UK’s regime more in line with that of the EU. For more information, see Skadden’s July 2025 article.
Quarterly Consultation Paper 49
10 September 2025 / FCA
The Financial Conduct Authority (FCA) has published its quarterly consultation paper regarding proposed changes to the Handbook Rules. The FCA is seeking feedback to ensure the Handbook reflects recent market developments. The consultation closes on 15 October 2025 and requests feedback on the following:
- Amending the share buyback reporting obligations. The FCA is considering amending UK Listing Rule 9 to make the deadline for notifications of share buyback transactions align with the deadline in the UK’s Market Abuse Regulation. This would make the notification requirement less onerous on issuers. Rather than requiring the notification to be made no later than 7:30 a.m. on the next business day after the purchase, it could be made by the end of the seventh “daily market session” after the purchase.
- Extending FCA penalties to PISCES. The FCA is proposing to extend the scope of its penalties policy (the Decision Procedure and Penalties manual, DEPP) to the new Private Intermittent Securities and Capital Exchange System (PISCES). The FCA will make only minor amendments to maintain consistency.
FCA Draft Guidance on Application of Complex Financial History and Significant Financial Commitment Rules
25 July 2025 / FCA
In July, the FCA published draft Technical Note TN/638.1, which aims to provide guidance on how issuers should apply rules regarding complex financial history and significant financial commitments when preparing prospectuses and when standalone financial statements of an acquired company are required.
Technical Note TN/638.1 generally follows the existing guidance that the European Securities and Markets Authority (ESMA) has published with respect to the Prospectus Regulation and complex financial history rules and endeavours to provide more detailed guidance than the existing FCA or ESMA guidance. For example, the Technical Note contains illustrative examples related to when an issuer has a complex financial history or has undertaken a significant gross change and provides guidance as to when an issuer should include one or two years’ worth of standalone historical financial information in a prospectus following a significant acquisition.
The FCA will aim to update the Technical Note next year to refer to the new Prospectus Rules that will take effect in January 2026.
FCA’s Market Watch 83 on Market Abuse Risks for Corporate Finance Firms
8 August 2025 / FCA
The FCA set out its findings from a series of reviews of corporate finance firms that provide advisory and corporate broking services to small and midcap quoted companies in Market Watch 83. Conducted over a five-year period, the reviews focused on the effectiveness of firms’ systems and controls for handling inside information about their corporate clients.
The key issues and risks identified by the review were the following:
- Managing the number of market sounding recipients.
- Risk of unlawful disclosure during market soundings.
- Sharing a standard set of deal-specific information.
- Poor compliance with firms’ personal account dealing controls, with a warning that ongoing breaches of these policies are unacceptable.
The intention of this Market Watch is to assist firms with benchmarking their systems and controls against their peers, and with considering whether their own arrangements align with expectations or if the risks and issues identified require rectification by these firms.
LSE Publishes Updated Admission and Disclosure Standards and Rules of the London Stock Exchange
26 August 2025 / LSE – PSM Rules, Market Notice N09/25
In August 2025, the FCA confirmed that it had approved the LSE as an operator of a PISCES trading platform. In conjunction with the launch of PISCES, the LSE has published new Private Securities Market (PSM) rules for consultation.
Headline requirements for a company to be eligible for the PSM include (a) receiving shareholder approval to join the PSM and (b) meeting at least two of the three following requirements: (i) having undertaken a debt or equity fundraise of at least £10 million which included material participation of experienced investors independent of the company within the last three years; (ii) having total assets of at least £20 million based on the last audited financial statements; and/or (iii) having annual turnover of at least £10 million based on the last audited financial statements.
Other notable PSM rules include the requirement that each company submit a set of “Core Disclosures” approved by the FCA, such as details of its auctions and share classes. These disclosures, as well as investor queries, will be managed through an online portal. The PSM also includes guidance on the specific engagement timelines and notification obligations for joining, operating on and exiting PISCES. Under the proposed PSM, companies would be able to run open or permitted auctions and limit access based on commercial interests or investor type. These auction rules and criteria must be disclosed on the online portal.
Additionally, the LSE has amended the Admission and Disclosure Standards and Rules of the London Stock Exchange to reflect the creation of the new market. These amendments were effective from 15 September 2025.
Takeover Panel Consultation Paper: Dual Class Share Structures, IPOs and Share Buybacks
3 July 2025 / Takeover Panel
In July 2025, the Takeover Panel published a public consultation paper (PCP) inviting comments on proposals relating to dual class share structures (DCSS), company disclosure on IPOs and the Takeover Code rules covering share buybacks. The consultation closed on 26 September 2025 and a response statement is expected by the end of 2025. In response to the amendment to the UK Listing Rules in 2024, the PCP proposed the following:
- DCSS. The introduction of a framework for the application of the Takeover Code for companies with DCSS, in particular where one share class has enhanced voting rights and the application of Rule 9 to such companies.
- IPOs. On an IPO of a company with a DCSS, the IPO prospectus/admission document must contain certain disclosures regarding the DCSS and details of any Rule 9 waivers that the Panel has granted in connection with the enhanced voting rights held by certain shareholders (including on the expiry of any enhanced voting rights in the future).
- Share buybacks. Amendments to the circumstances in which a share buyback may be carried out by companies that have a DCSS without triggering Rule 9, thereby allowing such companies to carry out a buyback under their usual annual shareholder authority.
Takeover Panel Practice Statement on Profit Forecasts (PS35)
3 July 2025 / Takeover Panel
In July 2025, the Takeover Panel published PS35 providing guidance on how the Panel typically interprets and applies Rule 28 regarding the publication of profit forecasts or quantified financial benefits statements (QFBS).
PS35 details circumstances in which the Panel may grant dispensations from Rule 28 in instances where a possible offer has been announced, an offer has been rejected or where a profit forecast has been prepared solely for internal purposes and has been shared with a bidder. PS35 also provides guidance on ordinary course profit forecasts, forward-looking statements for periods in excess of three years and profit forecasts for periods in excess of 15 months.
Takeover Panel Practice Statement on Unlisted Share Alternatives (PS36)
3 July 2025 / Takeover Panel
In July 2025, the Takeover Panel published PS36 providing guidance where an offer includes an unlisted share alternative (or stub equity). In particular, PS36 clarified the following:
- Minimum and maximum acceptance thresholds. Bidders may stipulate an aggregate maximum or minimum acceptance threshold for an unlisted share alternative; however, making such unlisted share alternative contingent on shareholders opting for a minimum numerical threshold is considered contrary to the equivalent treatment principle (General Principle 1).
- Exclusion of shareholders. The Takeover Panel will only permit exclusion of shareholders in limited circumstances; for example, where the offering of securities in the relevant jurisdiction would result in significant risk of civil, regulatory or criminal exposure or where the target shareholder is subject to trade or financial sanctions.
- Rights of unlisted shares. A bidder may grant additional governance rights to shareholders holding a specified percentage of shares in the Bidco, provided no additional rights are granted that would contravene the equivalent treatment principle (General Principle 1).
Takeover Panel’s 2025 Annual Report
16 July 2025 / Takeover Panel
In July 2025, the Takeover Panel published its Annual Report. The report found that, in the 12 months to 31 March 2025, 57 firm offers, with an aggregate value of approximately £43 billion, were announced, marking a minor decrease on the previous year.
Only eight of these offers were structured as contractual offers and 49 were structured as schemes of arrangement. During the year, 54 offers related to 50 target companies were resolved and all of them were recommended by the target board at the time of the offer announcement. None of these offers were mandatory offers under Rule 9 at the time of the offer announcement. Additionally, in the 12 months to 31 March 2025, the Panel granted 51 Rule 9 waivers in respect of mandatory offers, representing a slight increase on the previous year.
Expiration of Certain UKLR Transitional Provisions
29 July 2025 / FCA
Two of the transitional provisions set out in the UK Listing Rules adopted in 2024 expired on 29 July 2025, UKLR TP1.5R and TP7.
UKLR TP1.5R governed eligibility requirements for inflight applications. From 29 July 2025, companies that had applied to list their equity shares on the “standard listing” segment under the previous Listing Rules will no longer be able to seek a listing on the transitional listing category under the previous listing rules and will instead be required to comply with the eligibility requirements for the equity shares (commercial companies) category.
UKLR TP7 granted shell companies a year to complete their operations or make the necessary changes to comply in full with the requirements in UKLR 13. The deadline for compliance has now passed and shell companies will need to comply in full with UKLR 13.
Digitisation Taskforce Final Report and Government Response Published
15 July 2025 / HM Treasury
On 15 July 2025, HM Treasury published its final recommendations of the Digitisation Taskforce for streamlining the UK shareholding ownership framework. The Taskforce recommends replacing paper share certificates with digitised share registers for listed companies and advocates for reform of the Companies Act 2006 and Uncertified Securities Regulations to facilitate the digitalisation of UK shareholdings. Such amendments would facilitate dematerialised holdings in overseas branch registers.
The UK government has responded to the report and accepted all of the recommendations therein. The government will aim to legislate for this by the end of 2027.
2026 Dividend Procedure Timetable
13 September 2025 / 2026 Dividend Procedure Timetable
The LSE published the dividend procedure timetable for 2026 setting out recommended key dates that issuers should use for dividend distributions.
This memorandum is provided by Skadden, Arps, Slate, Meagher & Flom LLP and its affiliates for educational and informational purposes only and is not intended and should not be construed as legal advice. This memorandum is considered advertising under applicable state laws.