United Kingdom: Listing Rules & Flotation

The FCA's Final Rules, effective 29 July 2024, overhaul the UK Listing Regime, simplifying disclosures, introducing flexible dual class shares, and easing requirements for controlling shareholders and SPACs. The revised regime consolidates listing segments into a flexible ESCC framework to boost growth and innovation. The FCA will review the regime in five years.

The FCA's Consultation Paper CP24/12, published on July 26, 2024, outlines significant changes to the UK prospectus regime. Key proposals include raising the threshold for prospectus requirements in secondary capital raisings from 20% to 75%, simplifying the issuance process, and introducing protected forward-looking statements. The consultation ends on October 18, 2024, with final rules expected by mid-2025.

The UK's Financial Conduct Authority (FCA) proposes a new Public Offer Platform (POP) regime to help smaller companies raise capital in London. Key changes include eliminating the need for an FCA-approved prospectus for offers over £5 million on a POP, making POP operation a regulated activity, and requiring comprehensive due diligence and disclosures. This aims to lower costs and streamline processes compared to the traditional prospectus regime, fostering greater access to capital for smaller