Below is our quarterly briefing covering the most important developments for UK PLCs, UK equity capital markets and UK public M&A in Q3 2026.
In this issue:
- The future of listing in London
- Update on recent UK capital markets reforms
- Listing and prospectus regime
- FCA Primary Market Bulletin 65: Language in regulatory announcements and review of delayed disclosure announcements
- FCA Policy Statement: New sustainability disclosure requirements for listed issuers
- FCA Primary Market Bulletin 66: Guidance on working capital statements
- Clarifications to FCA’s new prospectus rules
- Takeover updates
- Takeover Panel consultation on miscellaneous changes to the Takeover Code
- Corporate governance and reporting
- FRC annual review of corporate reporting
- Corporate law developments
The Future of Listing in London
Update on Recent UK Capital Markets Reforms
To enhance the competitiveness of its public markets, the UK has undertaken a comprehensive programme of regulatory modernisation over the past five years. Most recently, this includes the FCA streamlining the research process for UK IPOs, and the LSE implementing the most significant reforms to the AIM Rules for companies in over two decades.
For more information on these reforms, as well as a reminder of the key changes that have taken place to date, see our 2 September 2026 client alert “UK Capital Markets Reform: Where Are We Now?”
Listing and Prospectus Regime
FCA Primary Market Bulletin 65: Language in Regulatory Announcements and Review of Delayed Disclosure Announcements
28 August 2026 / FCA
The FCA published its most recent newsletter for primary market participants, the Primary Market Bulletin 65, on 28 August 2026. We set out some key takeaways below.
Language in Regulatory Announcements
The FCA has identified a growing trend of issuers releasing regulatory announcements containing vague, exaggerated or flamboyant language. In some cases, the announcements resemble marketing material, rather than regulated information, meaning they are potentially misleading for investors.
Specific concerns include:
- announcements released more frequently than their content justifies;
- announcements incorrectly marked as containing inside information; and
- announcements made against a backdrop of significant share price spikes.
The FCA emphasised the differences between inside information and marketing material, reminding issuers they must not combine the two. Where issuers wish to release marketing material, they may do so through non-regulatory services, their own website, social media channels, or other appropriate outlets. However, it is important to note that UK MAR can apply to any misleading statement, however it is disseminated.
Delayed Disclosure of Inside Information (DDII)
The FCA’s ongoing review of DDII notifications under UK MAR Article 17(4) did not reveal widespread or systemic failings but did identify several inconsistent practices in classifying and handling inside information. The extended or unusual delays were mainly caused by (i) incorrect classification of inside information and (ii) issues arising from either ongoing assessments of inside information or a lack of such assessment.
Other Points to Note
- Expert reporting. Following a review of how sponsors have used expert reports to support specialist due diligence for ESCC admissions since July 2024, the FCA found that sponsors have been moving away from an “off the shelf” approach to expert reporting, towards a more tailored and proportionate approach. The greatest shift in market practice has been in long form financial due diligence reports, but the FCA has also seen greater flexibility emerging in approaches to working capital and FPPP reports. The FCA noted that sponsors were exercising judgment on whether, and in what form, expert reports should be commissioned and were able to articulate why they adopted a particular approach.
- EU MAR. The FCA noted that as the EU is beginning to implement changes to EU MAR, including related technical standards and guidelines, UK issuers should continue to comply with UK MAR and applicable pre-Brexit ESMA guidance interpreted in the UK context.
- New submission forms. From 21 September 2026, all new equity cases (including guidance requests) submitted through the ESS portal must include a new inside information declaration form with the first document submission. Applicants must state on the form whether the submission contains inside information and, if so, provide details in order that the case can be allocated for review.
FCA Policy Statement: New Sustainability Disclosure Requirements for Listed Issuers
30 September 2026 / FCA
Following its consultation in January 2026 (see our “UK Public Markets Monitor − Q1 2026”), the FCA has published a Policy Statement (PS 26/19) setting out changes to the UK Listing Rules (UKLRs) to introduce new rules on disclosure of climate-related information.
Responding to feedback, the FCA’s proposal will now require a comply-or-explain approach across both climate-related and wider sustainability disclosure for UK listed companies and international companies with a secondary listing in the UK.
The FCA has set out practical guidance for issuers on the new regime in its Primary Market Bulletin 66 and accompanying Technical Note (TN 803.1).
FCA Primary Market Bulletin 66: Updated Guidance on Working Capital Statements
30 September 2026 / FCA
The FCA has finalised its updated guidance on working capital statements, following the new POAT regime. This provides flexibility so that a clean working capital statement may be given where the directors consider that uncommitted facilities are available for the entirety of the working capital period, with appropriate disclosure alongside the statement in the prospectus. Where the uncommitted facilities cannot be considered available and sufficient committed financing cannot be secured, issuers should include a qualified working capital statement in the prospectus.
The FCA’s guidance is set out in its updated Primary Market Technical Note on disclosure requirements under the PRM and guidance for specialist issuers (TN 619.3), and it has also made consequential amendments to its Primary Market Technical Note on working capital statements and risk factors (TN 321.5).
Clarifications to FCA’s New Prospectus Rules
31 July 2026 / FCA
The FCA published a Handbook Notice setting out amendments made in June and July 2026, all of which came into force on 31 July 2026. This includes changes to the Prospectus Rules: Admission to Trading on a Regulated Market, to give proper effect to aspects of the new public offers and admissions to trading (POAT) regime that came into force on 19 January 2026. The key changes include:
- Clarifying PFLS rules. The FCA has clarified that that the content-specific accompanying statement for protected forward-looking statements (PFLS) need not be repeated each time the PFLS appears in a prospectus, provided it appears immediately adjacent to at least one instance of the PFLS.
- Clarifying application of the three-day rule. The FCA has clarified that the three-day rule (which requires an IPO prospectus to be published at least three working days before the offer closes) only applies to IPOs with retail participation and where there is no reliance on the exceptions from the public offer prohibition referred to in the rule.
- Narrowing the exemption for transferable securities allotted to directors/employees. The FCA has amended this exemption from the prospectus requirement to state it no longer applies where the purpose is to subsequently transfer the securities to a third party to raise funds or satisfy an obligation for the benefit of the issuer.
Takeover Updates
Takeover Panel Consultation on Miscellaneous Changes to the Takeover Code
9 July 2026 / Takeover Panel
On 9 July 2026, the Takeover Panel published PCP 2026/1 (the PCP), proposing miscellaneous amendments to the Takeover Code (the Code) to clarify and simplify certain provisions, codify aspects of the Panel’s practice and update the Code to ensure it continues to be clear and effective. Key changes include the following:
- Amending Note 5 to the “acting in concert” definition to clarify that agreements restricting a shareholder from reducing its interests in shares (but not other types of standstill agreement) would give rise to the presumption of concertedness. The presumption would also extend to agreements requiring a shareholder to vote in accordance with the board’s recommendation on any resolution relating to the appointment or removal of directors.
- Changing the definition of “reverse takeover” to clarify that it is not limited to acquisitions of other Code companies.
- Extending the scope of information sharing (Rule 21.3) to cover reverse takeovers, meaning that information passed to a counterparty to a reverse takeover after an approach would need to be provided on request to any potential bidders.
- Streamlining the rules on extensions to a “put up or shut up” (PUSU) deadline by removing the factors to be considered by the Panel, on the basis that if the target board is seeking an extension, they believe this to be in the best interests of the shareholders. Similarly, the target board would no longer be required to comment on those factors in an extension announcement.
After the consultation closes on 2 October 2026, the Panel will consider the responses and publish a response statement setting out the final amendments.
Corporate Governance and Reporting
FRC Annual Review of Corporate Reporting
29 September 2026 / FRC
On 29 September 2026, the FRC published its annual review of corporate reporting for 2025-2026, setting out its key findings as well as its expectations for the year ahead. Key observations and recommendations include the following:
- The FRC notes that the quality of reporting across the FTSE 350 companies reviewed has been maintained and there have been improvements in reporting by AIM companies and larger private companies.
- The top five areas where substantive issues were raised by the FRC with companies were cash flow statements; financial instruments; impairment of assets; fair value measurement; and revenue.
- Most importantly, the FRC recommends that companies should
- have robust processes to identify common technical compliance issues, maintain effective oversight and control where AI is used in corporate reporting, and ensure that the strategic report includes a fair, balanced and comprehensive review of the company’s current and future prospects.
Corporate Law Developments
Corporate Reporting Consultation
7 September 2026 / BIST
On 7 September 2026, the Department for Business, Innovation, Science and Trade published a consultation paper proposing wide-ranging reforms to the UK’s current corporate reporting framework under the Companies Act 2006, alongside the rules on distributable profits. The government describes the consultation as a “once in a generation” opportunity to reset the regime. The proposals have implications for a wide array of companies, from smaller private companies benefiting from simplification of reporting requirements to larger companies affected by proposals to simplify corporate governance and remuneration reporting.
The consultation will close on 30 November 2026 so companies should consider reviewing the proposals and responding to the consultation before this deadline.
For more information on the proposed reforms, see our 14 September 2026 client alert “The Government’s Proposals to Overhaul the UK Corporate Reporting Framework: What Do You Need to Know?”.
Update on Dematerialisation of Shares
July 2026 / DEMAT
In July 2026, The Dematerialisation Market Action Taskforce (DEMAT) published a UK Implementation Plan for the Withdrawal of Paper Share Certificates (the Plan), the first of three steps of the dematerialisation process.
The target for Step 1 is that, by the end of 2027, all publicly traded UK companies must keep digital share registers as paper shares will no longer be valid evidence of ownership and will become obsolete. DEMAT recommends that the digital register model should apply to any UK incorporated company’s shares that are admitted to trading on a regulated market or an SME growth market in the UK. This will apply to both ordinary shares and preference shares.
The Plan sets out a number of additional legislative, regulatory and practical changes that it considers necessary to give effect to the digital register model.
The Plan also confirms that guidance and template materials are intended to be published to help the market prepare for the transition, including model provisions and associated guidance for articles of association and a public awareness campaign to explain the reforms to shareholders, due to commence in H2 2026.
Once Step 1 is completed, Step 2 will improve the intermediated system, including making it easier for companies to communicate digitally with their shareholders and moving to payments by electronic means as the default method. Step 3 will be a subsequent transition from the temporary digital registers created in Step 1 to the improved intermediated model from Step 2, completing the transition to a fully digital model of share ownership.
The Plan discusses DEMAT’s preliminary views on certain measures and issues relating to Steps 2 and 3. These matters will be considered and resolved in a second DEMAT report which is expected to be published in summer 2027, alongside the draft legislation.
Senior knowledge strategy lawyer Beliz McKenzie 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.