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Among the crucial modifications made to the regime was to collapse the previous premium and basic listing segments of the controlled market into a flagship single listing category for Equity Shares in Business Business (ESCC), referred to as the "business business" classification. Whilst the objective was to introduce lighter-touch policy for the industrial business category (compared to the previous premium listing sector) the brand-new guidelines still represented an action up from the previous standard listing requirements.

The transition category is closed to new applicants and to transfers from other classifications. The FCA has not yet set a specific end date for the transition classification, but this will be kept under evaluation. The key provisions of the UKLR sourcebook for industrial companies are set out in the table below: Key contents of the UKLR sourcebook for commercial companiesUKLR 1Preliminary: all securitiesThe FCA can ignore particular UKLR requirements as it thinks about appropriate.

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UKLR 2Listing PrinciplesThe Listing Concepts need companies to, to name a few, establish and preserve adequate treatments, systems and controls to enable them to adhere to their responsibilities under the UKLR (Noting Concept 1) and handle the FCA in an open and co-operative manner (Listing Principle 2). UKLR 3Requirements for listing: all securitiesShares should be easily transferable, fully paid and free from all limitations on the right to transfer.

An FCA-approved prospectus is required for an IPO.UKLR 4Sponsors: responsibilities of issuersA sponsor is needed for an IPO and for specific other deals including a commercial company, consisting of associated celebration transactions and reverse takeovers. UKLR 5Equity shares (industrial business): requirements for admission to listingAt least 10% of shares of the noted class must be dispersed to the general public (i.e.

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A company must adopt a constitution allowing it to comply with the UKLR. A company must have the ability to show its board has tactical autonomy. Constraints use to shares carrying weighted ballot rights. UKLR 6Equity shares (commercial business): continuing obligationsCommercial companies go through continuing obligations, including: annual reporting requirements (including compliance with the UK Corporate Governance Code, or an explanation in the occasion of non-compliance); compliance with climate and variety disclosure requirements; and market statement requirements.

The significant transaction statement need to consist of defined details, consisting of: the benefits and risks of the deal; a statement on the impact of the transaction on the group's earnings, assets and liabilities; information of any break cost; a "benefits" statement by the board; and any other pertinent details required to support investor engagement and market openness.

UKLR 9Equity shares (commercial companies): more issuances, dealing in own securities and treasury sharesPre-emption rights use to the company's listed shares. Particular rules use in relation to rights concerns, open deals and placements (and an optimum 10% discount rate applies to open offers and placements). UKLR 10Equity shares (business business): material of circularsShareholder circulars must comply with specific material requirements, and circulars in relation to particular transactions (including a reverse takeover) must 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, restoring listing and transfer between listing categories: all securitiesThe FCA may suspend the listing of a business's securities if the smooth operation of the marketplace is, or might be, momentarily jeopardised or it is required to protect investors.

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In addition to the brand-new commercial company category, the FCA also developed new classifications for global secondary listings (UKLR 14) and shell business (UKLR 13). For shell companies and SPACs, in the UKLR, the FCA mostly maintained the rules that had used to the previous basic listing segment, with improved eligibility requirements setting time limitations within which preliminary transactions need to be completed by SPACs.

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In addition, the FCA went back to a guidance-based technique allowing bigger SPACs to voluntarily put in place sufficient financier defenses to prevent an anticipation of suspension of listing as and when an initial deal is announced. Ahead of publication of the UKLR and to provide impact to the suggestions coming out of Lord Hill's review, the FCA carried out specific changes to eligibility requirements set out in the then Noting Guidelines with effect from the end of December 2021, especially to reduce the complimentary float requirement from 25% in "public hands" to 10% and to increase the minimum market capitalization limit for premium and basic listing sectors from 700,000 to 30 million (read our summary here). With the UKLR, the FCA made more changes to eligibility criteria including the adoption of a single set of Listing Concepts (to reflect the collapse of the previous premium and standard listing segments into a single commercial business category) and eliminated the previous premium listing requirements for a three-year income track record and "tidy" working capital declaration.