Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates

UK Public Markets Monitor Q2 2026 and H1 2026 Takeovers Update

Skadden Publication

Craig Kelly Simon Toms Danny Tricot Justin Lau Luke G. Evans Kathryn Gamble Rajan Kandola

Below is our quarterly briefing covering the most important developments for UK PLCs, UK equity capital markets and UK public M&A in Q2 2026.

In this issue:

The Future of Listing in London

FCA Consultation on Rule Changes for Publication of Investment Research in IPOs

27 April 2026 / FCA

On 27 April 2026, the Financial Conduct Authority (FCA) published “Consultation Paper 26/14: Changes to Information Flows for UK Equity IPOs”, which proposes changes to the rules governing the publication of investment research during the UK IPO process. The proposed changes would allow UK IPOs to be completed more quickly, reducing market risk and costs for issuers.

In particular, the FCA proposes removing the following from its Conduct of Business Sourcebook:

  • The requirement for a seven-day waiting period between the publication of an FCA-approved prospectus or registration document and connected research on an IPO.
  • The requirement for firms to provide independent analysts with the same information as their own research analysts.

For more information on these proposed amendments, see our 30 April 2026 client alert “Streamlining the UK IPO Process: The FCA’s Proposed Changes to Rules on IPO Investment Research”.

FCA’s Upcoming Review of DTRs

April 2026 / FCA

The FCA announced in April 2026 that it will undertake a review of the Disclosure Guidance and Transparency Rules (DTRs) to consider the value of the current rules for issuers and investors, and to explore whether changes are needed. The FCA plans to publish a consultation document on the DTR review in Q3 2026.

The review of the DTRs follows the FCA’s shake-up of its listing regime as well as the introduction of the new UK Listing Rules in July 2024 and the new Prospectus Rules: Admissions to Trading on a Regulated Market taking effect in January 2026.

AIM Rules Consultation

4 June 2026 / LSE

The London Stock Exchange (LSE) has published AIM Notice 62, a consultation proposing significant amendments to the AIM Rules for Companies. Key aims of the proposals include:

  • Differentiating AIM from the Main Market.
  • Reducing regulatory burdens.
  • Supporting fundraising and transactions.
  • Attracting international companies.
  • Tailoring the framework for founder-led, innovative businesses.

Some of the proposals are new, whilst others reflect the LSE’s current policy following its Feedback Statement. For details of that Feedback Statement, please see our 8 December 2025 client alert “London Stock Exchange Sets Out Reforms to AIM Rules”. Responses to the consultation were due by 2 July 2026.

Key new proposals include the following:

  • Replacing the working capital statement requirement with targeted disclosure covering available capital resources, financial obligations and future fundraising needs over a 12-month period.
  • Creation of a “Capital Access Window” permitting a voluntary temporary suspension when undertaking an equity fundraising, to support management of the process and broader investor participation. Announcements would be required on commencement and resumption of trading.
  • Changing the reverse takeover rules so that exceeding 100% in class tests alone will not trigger a reverse takeover classification unless there is a fundamental change to the company’s business, board or voting control.
  • Increasing the threshold for substantial transactions under the class tests from 10% to 25%, in line with substantial transactions under the UK Listing Rules (UKLRs).
  • Permitting dual class share structures at admission.
  • Replacing the requirement to “comply or explain” against a corporate governance regime with a flexible disclosure-based approach.
  • Replacing the AIM Designated Market route with a new “Express Market” admission route to support accelerated admission for international companies from a broader range of jurisdictions. Simultaneous admission to AIM will be possible through a new dual market application.
  • Removing the requirement in AIM Rule 11 to disclose price-sensitive information in favour of leveraging nominated adviser expertise alongside the UK Market Abuse Regulation (UK MAR).

At the same time, the LSE published AIM Notice 63 announcing proposed amendments to the AIM Rules for Nominated Advisers, with responses also due by 2 July 2026.

Listing and Prospectus Regime

Primary Market Bulletin 63: Update on Working Capital Statements

27 April 2026 / FCA

The FCA has confirmed that the new guidelines on working capital statements proposed in October 2025 were not taken forward, in light of feedback received. A new FCA consultation on a revised set of working capital guidelines to address the feedback is now underway. The aim of the new guidelines is to provide flexibility so that a clean working capital statement may be given where a judgment can be made that it is appropriate to rely on uncommitted facilities. In doing so, disclosure should be provided.

Comments on the proposals were due by 15 June 2026.

Space X IPO: First Use of the FCA’s Public Offer Platform Regime

12 June 2026 / LSE

SpaceX’s IPO on 12 June 2026 marked the first use of the FCA’s new Public Offer Platform (POP) regime, which came into force in January 2026 under the Public Offers and Admissions to Trading Regulations 2024. The POP rules allow issuers to make public offers of securities above £5 million to UK retail investors without an FCA-approved prospectus, provided the offer is facilitated through an FCA-authorised POP operator.

For the SpaceX IPO, Marex Financial acted as POP operator via its Winterflood Retail Access Platform. Approximately 2.7 million shares were allocated to over 100,000 UK retail investors, totalling $364 million of capital. In parallel, a separate European retail offering was conducted on the basis of a German BaFin-approved prospectus passported across the European Economic Area under the EU Prospectus Regulation, under which approximately $600 million was allocated to European retail investors.

Listed Investment Entities Update

FCA’s Proposed Changes for Closed-Ended Investment Funds

June 2026 / FCA

The FCA has published a consultation paper on targeted changes to the UKLR for closed‑ended investment funds. The proposed changes relate to the rules on conflict of interest and related party provisions for closed-ended investment funds in UKLR 11, in particular:

  • Ensuring that any director who is not independent of a proposed investment manager does not participate in the board’s consideration of the transaction or arrangement for the appointment of the new investment manager.
  • Amending the definition of “associate” for the purpose of UKLR 11 to include the association between a director and a substantial shareholder that proposed them for a board appointment. This proposal is aimed at strengthening the integrity of a board being able to act independently of any investment manager.
  • Extending the scope of the relevant related party transaction provisions to include proposed investment managers so that fee protections apply consistently before and after an investment manager’s appointment.
  • Excluding a substantial shareholder that is also the fund’s investment manager, as well as its associates, from voting on a material change to the fund’s investment policy.

The consultation closes on 14 August 2026. The FCA is aiming to finalise the rules and publish a policy statement before the end of 2026.

The FCA states that its review of the types of investment entities that should be eligible to list in the UK (specifically, if the requirement for listed closed-ended investment funds to manage their assets in a way that aligns with the objective of spreading investment risk is proportionate) is still ongoing, and the FCA will publish its timeline for taking this forward later this year.

Alongside this consultation, the FCA has also published examples of good practice to support retail investors in exercising their voting rights, as part of its broader work to promote effective shareholder engagement.

Takeovers Updates

H1 Market Update

During the first half of 2026, 34 possible offers were announced, including 25 firm offers with an aggregate value of approximately £35.4 billion. Of these firm offers:

  • The targets have been active in a broad range of sectors, including the financial sector (6), oil and gas (3), pharmaceuticals (3) and electronics (3).
  • Twenty-one have been structured as schemes of arrangement (84%).
  • Only three bidders offered listed shares as consideration, and two of these offers included a mix of cash and shares.
  • A majority (14 of the 25) firms offers were for targets with market capitalisations of less than £250 million. Five offers were for targets over £1 billion.
  • The majority of bidders have been overseas-headquartered, with US-based acquirers particularly active (including Nuveen LLC’s £9.9 billion offer for Schroders plc, Ingredion’s £2.7 billion offer for Tate & Lyle, and the Tinicum Incorporated / Blackstone Inc. consortium’s £1.28 billion offer for Senior plc).
  • Private equity- and financial sponsor-backed bids have been a significant feature of H1 activity, accounting for six of the firm offers, including EQT’s £9.3 billion offer for Intertek Group plc.
  • Two of the firm offers were hostile, namely the Helios consortium’s US$297 million cash offer for CAB Payments Holdings plc, and Glenstone REIT’s £56.35 million offer for Alternative Income REIT.
  • Shareholder activism has continued to have a significant impact on public M&A in a number of ways, including the following:
    • Shareholders with a significant stake in the target company expressing dissatisfaction with the company’s strategy and agitating for change. One example is the Helios consortium offer for CAB Payments Holdings plc.
    • Shareholders influencing offer timetable and price, an example being BasePoint Capital LLC’s offer for International Personal Finance plc.

Market Abuse Roundup

Divergence Between EU MAR and UK MAR

5 June 2026 / EU Listing Act

On 5 June 2026, further changes to the EU Market Abuse Regulation (EU MAR) took effect in relation to the disclosure of inside information as a result of the EU Listing Act (Regulation (EU) 2024/2809).

One of the key changes is that in a “protracted process” such as a merger, acquisition or disposal, issuers are no longer required to announce inside information relating to intermediate steps in that process. Instead, issuers are only required to make an announcement once the final circumstance or event of the protracted process has occurred. For an acquisition or disposal of subsidiaries or assets, the “final event” where disclosure is required is typically the signing of the binding agreement. For agreements that require shareholder approval prior to signing, the disclosure obligation will be triggered after the issuer’s governing body has decided to submit the agreement to shareholders for approval.

This represents the first significant divergence of the UK and EU regimes since EU MAR took effect in 2016 and was subsequently onshored following Brexit as UK MAR. Although the changes to EU MAR are not directly applicable in the UK, the new rules and guidelines in the EU may be influential in shaping future reform and interpretation of UK MAR.

For more information on these changes and their impact, see our 5 June 2026 client alert “EU MAR and UK MAR: Where Are We Now?”

Corporate Governance and Reporting

Government Response on Mandatory Ethnicity and Disability Pay Gap Reporting, and Updated Guidance on Gender Pay Gap Reporting

25 March 2026 / Office for Equality and Opportunity; 21May 2026 / Government Equalities Office and Women and Equalities Unit

On 25 March 2026, the Office for Equality and Opportunity published its response to the consultation on the Equality (Race and Disability) Bill, confirming the government’s commitment to introduce mandatory ethnicity and disability pay gay reporting. The response makes clear the government’s intention to align the new reporting regime as closely as possible with the existing mandatory gender pay gap reporting framework, with the regime using the same thresholds (e.g., large employers being those with 250 employees or more), calculations and snapshot dates (5 April each year, reporting by 4 April the following year for private employers) as the current regime.

Revised guidance was also published on 7 April 2026 on gender pay gap reporting. Data is now required to be published on the employer’s website and the gender pay gap service (a UK government digital platform), and is kept online for at least three years. Employers are also required to notify employees of where to find it. For private employers, an appropriately senior individual (e.g., a director) must sign a written statement confirming the accuracy of the information.

The currently optional production and publication of an action plan addressing the gender pay gap and supporting employees experiencing menopause is intended to become mandatory from spring 2027. The government response on mandatory ethnicity and disability pay gap reporting also confirms the intention for similar mandatory action plans on tackling the causes of any identified race or disability pay gap.

FRC Report on Listed Company Digital Reporting

20 May 2026 / FRC

The Financial Reporting Council (FRC) has published a report containing its latest observations on structured digital reporting. In its report based on 30 UK listed companies, the FRC noted that most annual reports are well structured and comply with the requirements to produce their annual reports in XHTML.

However, it has identified a number of areas where improvements can be made, including:

  • Filing process and late filing: Approximately 10% of the companies covered filed their reports late, and several were not filed at the National Storage Mechanism.
  • Website availability and accessibility: Some companies do not make their structured digital report easily available on their website, delay publication or do not provide a viewer-friendly version. This limits access for investors and reduces the value of structured reporting for data and artificial intelligence (AI) use.
  • Earnings Per Share (EPS) scaling errors: Companies are encouraged to carefully check that EPS scaling makes use of the correct scale (e.g., pence rather than pounds).

Corporate Law Developments

Consultation on Redomiciliation Regime

25 March 2026 / Department for Business and Trade

On 25 March 2026, the Department for Business and Trade published a consultation paper on the design of an inward-only corporate redomiciliation regime. The regime would enable companies incorporated abroad to transfer their place of incorporation to the UK while maintaining their existing legal personality. This would avoid the costs and challenges associated with winding up and reincorporating in the UK.

The regime would:

  • Apply to solvent corporates not subject to any insolvency proceedings. Notably, there would be no minimum size, economic substance test or “good faith” requirement.
  • Be administered by Companies House. The proposed directions would be required to provide a solvency statement and would face criminal liability for any false statement.
  • Require evidence of de-registration from a company’s former domicile within 60 days or risk being struck off.

Importantly, the company would retain all property, rights, obligations and liabilities and would be treated as a UK-incorporated company under the Companies Act 2006. UK insolvency laws would apply, although the exact workings of the relevant time periods require further review.

The consultation closed on 19 June 2026. The government has not provided any indications on timings, but it is expected that the process will take time due to the required changes to Companies House and primary legislation.

Extension of Corporate Liability: Crime and Policing Act 2026

29 June 2026 / UK Legislation

The Crime and Policing Act 2026 (CPA) came into force on 29 June 2026. It builds on the reforms introduced by the Economic Crime and Corporate Transparency Act 2023 and significantly broadens corporate criminal liability.

Under the new regime, companies can be held liable for all criminal offences, and not just economic crime offences, committed by “senior managers”. This broadens the range of relevant potential misconduct to include, for example, environmental, data protection, competition, modern slavery and sanctions-related offences.

The CPA will apply to all companies, irrespective of size, and does not provide a “reasonable procedures” defence. However, the CPA does exclude liability where (i) the entirety of the wrongdoing occurs outside the UK, and (ii) the company itself would not be deemed to have committed a criminal offence if the misconduct were its own, rather than that of a senior manager.

If found guilty of the CPA offence, the company will receive a criminal conviction and a fine, and the individual “senior manager” may also be prosecuted for the wrongdoing.

For more on this topic, see our 27 May 2026 client alert “UK Crime and Policing Act 2026: Implications of Broadened Criminal Liability and Practical Steps”.

Beliz McKenzie, senior knowledge strategy lawyer, contributed to this article.

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.

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