Financial Conduct Authority consults on new UK Listing Rules to replace premium and standard listing segments

The Financial Conduct Authority has opened a consultation on detailed reforms to the UK listing regime, proposing a new UK Listing Rules (UKLR) sourcebook and a simplified listing structure intended to replace the current premium and standard segments for commercial company equity shares. The package would introduce a single “commercial companies” category, remove certain premium-listing eligibility requirements (including listing-rule requirements for historical financial information, a revenue track record and a working capital statement), and shift further towards a disclosure-based approach for transactions. For significant transactions, the FCA proposes enhanced market notifications at 25% and above, without mandatory shareholder approval, while retaining shareholder votes for reverse takeovers, delisting and certain capital actions. Related party transactions at 5% and above would require board approval (excluding conflicted directors), a market announcement and a sponsor “fair and reasonable” opinion. The consultation also proposes allowing dual or multiple class share structures at admission with restrictions on who can hold enhanced voting rights and how they can be transferred, retaining controlling shareholder agreements, recalibrating the sponsor regime post-IPO, broadening sponsor competence pathways and creating new categories including a closed transition category for mapped standard listed issuers, a shell companies category and an international secondary listing category. Comments are requested by 12 September 2025.