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One of the key changes made to the routine was to collapse the previous premium and standard listing segments of the managed market into a flagship single listing category for Equity Shares in Commercial Companies (ESCC), described as the "business business" category. Whilst the intention was to introduce lighter-touch policy for the industrial company classification (compared to the previous premium listing segment) the new guidelines still represented an action up from the previous standard listing requirements.

The shift category is closed to new applicants and to transfers from other categories. The FCA has actually not yet set a particular end date for the transition category, however this will be kept under evaluation. The essential provisions of the UKLR sourcebook for commercial business are set out in the table below: Key contents of the UKLR sourcebook for business companiesUKLR 1Preliminary: all securitiesThe FCA can do without particular UKLR requirements as it considers proper.

ANSR July UK PRs

UKLR 2Listing PrinciplesThe Listing Concepts need business to, to name a few, establish and preserve adequate treatments, systems and controls to allow them to abide by their responsibilities under the UKLR (Listing Principle 1) and handle the FCA in an open and co-operative manner (Noting Principle 2). UKLR 3Requirements for listing: all securitiesShares must be freely transferable, completely paid and devoid of all restrictions on the right to move.

UKLR 5Equity shares (business business): requirements for admission to listingAt least 10% of shares of the listed class needs to be distributed to the public (i.e.

A company needs to adopt a constitution enabling it to comply with the UKLR. UKLR 6Equity shares (business companies): continuing obligationsCommercial business are subject to continuing responsibilities, including: yearly reporting requirements (including compliance with the UK Corporate Governance Code, or an explanation in the occasion of non-compliance); compliance with climate and diversity disclosure requirements; and market announcement requirements.

The substantial transaction announcement should include specified information, including: the advantages and risks of the transaction; a declaration on the effect of the deal on the group's incomes, possessions and liabilities; details of any break charge; a "benefits" statement by the board; and any other appropriate info needed to support shareholder engagement and market openness.

UKLR 9Equity shares (commercial business): more issuances, dealing in own securities and treasury sharesPre-emption rights use to the company's listed shares. Specific rules use in relation to rights problems, open offers and placements (and a maximum 10% discount rate applies to open offers and placings). UKLR 10Equity shares (commercial business): content of circularsShareholder circulars should adhere to particular content requirements, and circulars in relation to specific transactions (consisting of a reverse takeover) should be approved by the FCA.UKLR 20Admission to listing: processes and proceduresSpecific procedural and documentary requirements are set out in relation to an application for listing of securities (consisting of the submission timing of offering documents to the FCA). UKLR 21Suspending, cancelling, bring back listing and transfer between listing classifications: all securitiesThe FCA may suspend the listing of a business's securities if the smooth operation of the marketplace is, or may be, momentarily jeopardised or it is required to secure financiers.

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In addition to the brand-new business business classification, the FCA also created new classifications for worldwide secondary listings (UKLR 14) and shell business (UKLR 13). For shell business and SPACs, in the UKLR, the FCA largely preserved the rules that had applied to the previous standard listing segment, with enhanced eligibility requirements setting time frame within which initial deals need to be finished by SPACs.

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In addition, the FCA went back to a guidance-based method allowing bigger SPACs to voluntarily put in place enough investor protections to prevent a presumption of suspension of listing as and when an initial transaction is announced. Ahead of publication of the UKLR and to give effect to the recommendations coming out of Lord Hill's review, the FCA carried out certain changes to eligibility requirements set out in the then Listing Guidelines with result from the end of December 2021, especially to lower the complimentary float requirement from 25% in "public hands" to 10% and to increase the minimum market capitalization limit for premium and standard listing segments from 700,000 to 30 million (read our summary here). With the UKLR, the FCA made more modifications to eligibility criteria including the adoption of a single set of Listing Principles (to show the collapse of the previous premium and standard listing sectors into a single business company category) and eliminated the previous premium listing requirements for a three-year revenue track record and "clean" working capital statement.