Below is our quarterly briefing covering the most important developments for UK PLCs, UK equity capital markets and UK public M&A in Q1 2026.
In this issue:
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The new prospectus regime
- FCA’s new prospectus rules take effect
- Updated AFME selling restrictions
- FCA publishes clarification statement on notification requirements for further issues of shares
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The future of listing in London
- FTSE proposal to lower the free float requirement for non-UK companies
- FCA to review the application of the UK Listing Rules to investment entities
- PISCES update – first trades take place
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Market abuse roundup
- Discussion of recent fines imposed by the FCA for breaches of UK MAR and UKLR
- EU MAR: Consultation on amendments to guidelines on delay in disclosure of inside information
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Corporate governance and reporting
- FCA launches consultation on sustainability reporting for listed companies
- FRC updates guidance on preparing strategic reports
- FRC publishes updated guidance on “comply or explain”
- FRC publishes guidance on Provision 29 of the Corporate Governance Code
- FTSE Women Leaders Review publishes report
- Parker Review publishes 2026 annual report
The New Prospectus Regime
FCA’s New Prospectus Rules Take Effect
The Financial Conduct Authority’s (FCA’s) new UK prospectus rules (Prospectus Rules: Admissions to Trading on a Regulated Market, known as the PRM Sourcebook) came into effect on 19 January 2026. These, together with the Public Offers and Admissions to Trading Regulations 2024 (POATRs), replace the UK’s previous regime for public offers of securities and admissions to trading. The reforms greatly reduce the need for a prospectus, therefore simplifying the process for, and reducing the cost of, capital raisings. They encourage retail participation and aim to improve London’s attractiveness as a listing venue. The London Stock Exchange (LSE) also updated the AIM Rules to include references to the POATRs and published a redline version showing these amendments. The FCA is currently consulting on several “clarificatory” changes to the PRM Sourcebook to give proper effect to the policy proposals consulted on. These proposed changes are set out in CP 26/8.
For more information, see Skadden’s 19 January 2026 client alert.
Updated AFME Selling Restrictions
23 January 2026 / AFME
The Association for Financial Markets in Europe (AFME) and UK Finance have published updated model equity selling restrictions for the EEA and the United Kingdom for use in documentation for equity offerings or admissions taking place after 19 January 2026, when the POATRs came into force.
FCA Publishes Clarification Statement on Notification Requirements for Further Issues of Shares
19 February 2026 / FCA
In response to uncertainty among issuers caused by the FCA’s recent changes to the UK Listing Rules (UKLR), the FCA has published a statement clarifying the notification requirements for companies issuing further securities. From 19 January 2026, issuers with an existing class of listed securities do not need to apply for admission for a further issue under the UKLR unless the new 75% threshold under the prospectus regime is triggered. Instead, such securities are now automatically listed when issued. There is a requirement for issuers to notify a Regulatory Information Service (RIS) of any admission to trading within 60 days of the admission. The FCA has stated that there are potentially overlapping requirements in the UKLR, which require listed companies to notify an RIS “as soon as possible” of the results of any new issue of equity securities or any public offer of existing equity securities — this has caused uncertainty among issuers who had previously relied on the block listing exemption, which has been removed following removal of the block listing regime. The FCA stated that it would consult on removing the requirement to notify as soon as possible and retain only the 60-day notification requirement — it has included this in its ongoing consultation CP 26/8. The FCA also stated that, while the rules are being reviewed, it would not take any supervisory or enforcement action against issuers who had previously been granted a block listing for failing to make notifications as soon as possible.
The Future of Listing in London
FTSE Proposal to Lower the Free Float Requirement for Non-UK Companies
26 January 2026 / FTSE Russell
FTSE Russell consulted on its proposal to reduce the free float requirement for non-UK incorporated companies, listed in London, from 25% to 10%. This would align with the free float requirement for UK incorporated companies. Given that the other FTSE Russell indices do not impose different minimum free float requirements for domestic and non-domestic issuers, this proposal is to be welcomed for aligning the FTSE UK Index Series with other indices and reflects a broader trend of recent changes aimed at making London a more attractive listing venue for overseas companies. The consultation closed on 26 February 2026.
FCA to Review the Application of the UK Listing Rules to Investment Entities
3 March 2026 / FCA
The FCA has stated that, since introducing the new UKLR in July 2024, it has received feedback that the eligibility criteria applied to investment entities, particularly the requirement that investment entities spread investment risk, may be unduly restrictive. It is therefore conducting a review of certain aspects of the UKLR to consider how they apply to specific types of investment entities. The FCA has also announced that it will conduct targeted work to assess how its rules operate in the context of company law, in ensuring that directors support shareholder rights and engagement and manage conflicts of interest. The FCA plans to issue a consultation paper on these issues and complete its work by the end of this year.
PISCES Update – First Trades Take Place
QPlay Ltd, the VC-backed hybrid board game manufacturer, has become the first company to trade under the Private Intermittent Securities and Capital Exchange System (PISCES) framework. The auction opened on 18 March 2026 and closed on 24 March 2-26, with shares traded through JP Jenkins’ Private Market, a secondaries marketplace for unlisted companies. JP Jenkins became the second PISCES operator (the first being the LSE) in 2025. Orders were executed through a network of institutional intermediaries, including Peel Hunt and Winterflood Securities. Oxford Science Enterprises has also completed the first transaction on the LSE’s Private Securities Market. The transaction was executed through a Tradable Private Equity Investment Company holding secondary shares in Oxford Science Enterprises. For background information on the key elements of PISCES, please see our UK Public Markets Monitor – Q2 2025.
Market Abuse Roundup
Recent FCA Enforcement Actions: Breaches of MAR and UKLR
The FCA has published notices of several recent enforcement actions for breaches of the UK Market Abuse Regulation (MAR) and the UKLR, which highlight the FCA’s continuing monitoring and surveillance in this area:
- The FCA imposed fines totalling £371,700 on two former group finance directors of Carillion plc (in liquidation) for their part in misleading statements issued by Carillion. The FCA found that the company’s procedures, systems and controls relating to financial reporting were insufficient and these individuals were knowingly concerned in breaches of UK MAR and the Listing Rules (7 January 2026 / FCA). This was followed by a further financial penalty on the former chief executive officer (16 February 2026 / FCA).
- The FCA imposed combined fines of £108,731 on two individuals for purchasing shares in an AIM listed company, Bidstack Group plc, while in possession of inside information, including in relation to a major upcoming deal. One of the individuals was the former interim CFO of the company. The offences involved insider dealing and unlawful disclosure of information (10 February 2026 / FCA).
- The FCA imposed a fine of nearly £13,000,000 on a listed company, John Wood Group PLC, for failing to take reasonable care to ensure that its announcements were not false or misleading. Again, the FCA focused on the lack of adequate systems, controls or procedures to prevent inappropriate decisions being made, which in turn led to inaccurate disclosure (4 March 2026 / FCA).
EU MAR: Consultation on Amendments to Guidelines on Delay in Disclosure of Inside Information
19 February 2026 / ESMA
The European Securities and Markets Authority (ESMA) is consulting on its proposed amendments to the EU MAR Guidelines on delaying disclosure of inside information. In late 2024, the majority of the provisions of the EU Listing Act came into force, which amended, amongst others, the EU Prospectus Regulation and EU MAR. However, there has been a phased implementation and the changes relating to the delay in the disclosure of inside information will take effect on 5 June 2026. One key change is that issuers involved in “protracted processes”, such as a merger, will now be able to delay the disclosure of inside information until the final event has materialised, rather than having to disclose each stage as soon as possible. The draft Commission Delegated Regulation contains a non-exhaustive list of final events or final circumstances in protracted processes and specifies when each should be disclosed. The EU Listing Act also replaced the requirement that a delay in disclosure should not mislead the public with the requirement that the information should not differ from the issuer’s most recent public announcement on the matter to which the inside information relates. ESMA is now amending the EU MAR Guidelines to reflect these changes. The consultation will close on 29 April 2026 and ESMA intends to publish revised guidelines in June 2026. Although the EU changes will not be directly applicable in the UK, the new guidelines may be influential in shaping future reform and interpretation of UK MAR.
Corporate Governance and Reporting
FCA Launches Consultation on Sustainability Reporting for Listed Companies
30 January 2026 / FCA
The FCA is consulting on new climate-related disclosure rules for listed companies. The current disclosure requirements in the UKLR are aligned with the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD), which was disbanded in 2023. The changes are intended to reflect the anticipated global transition to the standards of the International Sustainability Standards Board (ISSB). The ISSB’s standards are expected to be adopted by around 40% of global capital markets, including the UK, and the UK government is currently developing UK Sustainability Report Standards (UK SRS) to adapt the ISSB standards for domestic use. The FCA will be updating the UKLR to refer to the UK SRS and the new rules will apply to listed companies in the commercial companies, secondary listings, depositary receipts, non-equity shares and non-voting equity shares and transition categories. The new rules will generally be aligned with the recommendations of the TCFD; however, there will be some divergences in approach, for example, in relation to the approach for disclosure of Scope 3 emissions. The consultation closed on 20 March 2026. The FCA aims to finalise its rules in the autumn, with the new rules expected to take effect and apply to accounting periods beginning on or after 1 January 2027.
FRC Updates Guidance on Preparing Strategic Reports
4 February 2026 / FRC
The Financial Reporting Council (FRC) has published updated guidance for companies preparing their strategic reports. The updated guidance reflects the current framework which now includes the UK Corporate Governance Code 2024 and other recent developments in corporate reporting. It includes additional emphasis on the purpose and objectives of reporting and updates to the communication principles to encourage entities to have flexibility in drafting their annual reports. Alongside the guidance, the FRC published on its website updated Scoping Tables (previously included as appendices to the Guidance) to enable entities to understand the extent to which the various strategic report content requirements apply to them.
FRC Publishes Updated Guidance on ‘Comply or Explain’
16 March 2026 / FRC
As the first reporting season under the 2024 UK Corporate Governance Code (the 2024 Code) gets underway, the FRC has published updated guidance on “Improving the quality of ‘comply or explain’ reporting”. The guidance is intended to help investors and advisors understand what to look for in an explanation of a departure from a provision of the 2024 Code and why it can be seen as a positive indicator of a board engaging with its governance responsibilities. The FRC sets out the following five components of a good explanation:
- Context and background.
- A convincing rationale for the approach being taken.
- Consideration of any risks and a description of any mitigating actions.
- A statement of whether and when the company intends to comply.
- Understandable and persuasive explanations.
The guidance provides an example of a “good” explanation, as well as useful commentary on explanations for non-compliance with Provision 9 of the Code (the independence of the chair and the separation of the roles of chair and chief executive), which is one of the provisions with the highest departure rate.
FRC Publishes Guidance on Provision 29 of the Corporate Governance Code
29 January 2026 / FRC
The FRC has published a “Provision 29 Mythbuster” aimed at providing clarity on this new provision of the 2024 Code. The provision came into force on 1 January 2026, a year later than the rest of the 2024 Code, and applies to accounting periods beginning on or after that date. Provision 29 introduced the requirement for the board of directors to provide a declaration of the effectiveness of the company’s material controls in the company’s annual report. The FRC states that the board should provide a description of how it has monitored and reviewed the effectiveness of the material controls framework, a declaration of the effectiveness of the material controls and a description of any material controls which have not operated effectively, including the action taken or proposed to improve their effectiveness. The Mythbuster emphasises that the board and management team have significant discretion over the form and extent of the disclosure of their material controls.
FTSE Women Leaders Review Publishes Report
24 February 2026 / FTSE Women Leaders
The FTSE Women Leaders Review has published its fifth annual report on gender balance on boards and in leadership teams of the FTSE 350 and 50 of the UK’s largest private companies. In its final year of reporting in relation to recommended targets set for the end of 2025, the report assesses progress made. Its key findings include the following:
- Women on boards: There has been continued progress, with 73% of FTSE 350 companies having now met or exceeded the minimum target of 40% women on boards (for the largest private companies, this figure is 33%) and with women holding 43% of board roles (30.5% for private companies), although progress in executive positions remains slow.
- Women in leadership positions (being the executive committee and its direct reports): FTSE 350 companies have increased the percentage of women in senior leadership positions to 35.3% and over 30% of the FTSE 350 met or exceeded the 40% target for women in leadership roles. For the 50 largest private companies, the proportion has increased to 36.8%, with 38% at or above the target.
- Four key roles (being the chair, senior independent director, CEO and CFO): For the FTSE 350, the number of women in the roles of chair, senior independent director and CFO increased significantly from last year. By contrast, the number of women CEOs fell by one and stands at 19. Across the 50 private companies surveyed, the number of women CEOs has also fallen this year, but the number of senior independent directors has increased, with numbers in the other two roles (CFO and chair) remaining steady.
Parker Review Publishes 2026 Annual Report
9 March 2026 / Parker Review
The Parker Review Committee has published its 2026 annual report on improving the ethnic diversity of UK business. The Review notes both progress and room for improvement, including the following:
- There has been continued progress in overall ethnic minority representation at both board and senior management levels, particularly within the FTSE 100 but a notable variation between different ethnic groups.
- There is evidence of declining representation of the Black community at board and senior management levels, suggesting that existing measures may not be addressing underlying barriers.
- Considerable progress is still needed to meet the 2027 targets for senior management representation.
- Engagement is at a similar level to previous years, but the number of responses from private companies is disappointing.
Takeover Panel Updates
Takeover Code Changes Relating to Companies With Dual Class Share Structures, IPOs and Share Buybacks Come Into Force
4 February 2026 / Takeover Panel
The amendments to the Takeover Code, which include changes to the rules for companies with dual class share structures, IPOs and share buybacks, came into effect on the 4 February 2026. Alongside the revised Takeover Code, the Takeover Panel also published a new Note to advisers in relation to IPOs or admissions to trading and a revised Note to advisers in relation to Code waivers. For more information, see Skadden’s UK Public Markets Monitor – Q3 2025 and UK Public M&A: Strategics and Sponsors Sustain Deal Flow Despite Economic Uncertainties.
Beliz McKenzie, senior knowledge strategy lawyer, contributed to this article.
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