Quarterly Listed Company Update – What's new and what's next?

April 2026

As noted in our January update, following the prospectus reforms, issuers with an existing listed class of securities no longer need to apply to the Financial Conduct Authority (the "FCA") for admission to listing for further share issues of shares in the same class. Admission to trading on the London Stock Exchange ("LSE") (or any other market) continues to be arranged directly with the relevant exchange.

Key points in respect of the new process are:

• Block listings have been removed from the UK Listing Rules ("UKLR") and, therefore, six monthly returns (which were set out in the UKLR) are no longer required.
  
  
• Block admissions for admission to trading with the LSE continue to apply (but six-monthly returns do not apply to such block admissions).
  
  
• Where further shares are allotted within a class that is already listed (such that application to listing on the Official List of the FCA is not required), the shares must be admitted to trading with 60 days of being issued.
  
  
• Within 60 days of being admitted to trading, an RNS announcement must be released containing the information set out in PRM 1.6.5R.

The amended UKLR (following the Prospectus Reforms) technically required that all share issuances (even immaterial issuances under an existing FCA block listing or an LSE block admission) needed to be announced. However, following a consultation, the FCA has amended the UKLR with effect from 24 April 2026 to remove UKLR 6.4.4R(4) and UKLR 6.4.5R which has rectified the situation. The announcement obligations under the Disclosure Guidance and Transparency Rules and Prospectus Rules: Admission to Trading on a Regulated Market ("PRM") sourcebook continue to apply in relation to all share issuances, including under an existing FCA block listing or an LSE block admission. For further information on the new allotment processes, whether in respect of ad hoc issuances or employee share plans, contact our Listed Company Advisory Team.

Action: Ensure that you release the announcement required under PRM 1.6.5R, and engage early with advisors on share issuances so the correct process is followed.

In January 2026, the FCA launched a consultation on the introduction of mandatory sustainability reporting for listed companies, based on the UK Sustainability Reporting Standards (the "UK SRS"). The final UK SRS, based on the International Sustainability Standards Board ("ISSB") IFRS S1 and S2 standards, were published in February. The FCA is proposing to remove the TCFD requirements in the UKLR, and instead require all listed companies to disclose against UK SRS S1 on general sustainability and S2 on climate. It is currently proposed that UK SRS S2 (which is broadly similar to TCFD) will apply to accounting periods beginning on or after 1 January 2027 (with an exception for Scope 3 emissions which will apply for reporting periods beginning on or after 1 January 2028), and that UK SRS S1 reporting will apply to accounting periods beginning on or after 1 January 2029. However, both scope 3 emissions reporting and general sustainability reporting under UK SRS S1 will be on an ongoing comply or explain basis. For further information see our briefing or contact our Operational Risk and Environment Team.

The FCA recently published Primary Market Bulletin 62, which included key aspects of its misleading statements case against former directors of Carillion plc. The FCA determined that Carillion recklessly published announcements in 2016 and 2017 that were misleading in respect of its financial performance. In addition, the FCA was of the view that the executive directors had failed to report matters to the Board and the Audit Committee, which led to a lack of proper oversight.

The FCA decisions against the Carillion executives highlight the standard of disclosures expected of listed companies, the need to maintain adequate procedures, systems and controls and the FCA's willingness to hold executives to account.

Action: Executive directors should ensure that the whole Board is briefed on the financial performance of the group as a whole. Supporting evidence and minutes should be retained in respect of financial information in announcements.

In addition to the Carillion decision noted above, the FCA recently fined John Wood Group PLC ("JWG") £12,993,700 (discounted on the basis that JWG accepted the FCA's findings) for breaches of certain of the previous Listing Rules for publishing inaccurate information in its financial results.

Specifically, the FCA held that JWG contravened:

• Listing Rule 1.3.3R (now UKLR 1.3.3R) - a listed company must take reasonable care to ensure that misleading information is not published; and
  
  
• Listing Principle 1 (now UKLR Listing Principle 1) - a listed company must take reasonable steps to establish and maintain adequate procedures, systems and controls to enable it to comply with its obligations.

The FCA found that JWG operated a poor financial culture which resulted in poor practices around accounting judgements. The errors included the failure to account properly for project costs, the unrealistic release of provisions and contingencies and the failure to write off unsupportable debts. This resulted in a number of errors in JWG's financial statements for the 2022 and 2023 financial years and in JWG's half year results for 2024.

With effect from 27 February 2026, UKLR 9.6.6R was amended such that ESCC companies are no longer required to notify purchases of their own shares as soon as possible. Instead, notifications are to be made by no later than the end of the seventh daily market session following the date of execution of such purchase. This aligns with the notification period under Article 5 of the UK Market Abuse Regulation ("MAR") safe harbour provisions.

'Market sessions' is not defined in the UKLR or under MAR, but it should be interpreted as the days that the LSE is open for trading (i.e. weekdays other than bank holidays). It was flagged in the feedback on the FCA's new wording that this could create some uncertainty but the FCA confirmed it would not be introducing a definition or providing guidance at this stage. While seven market sessions is longer than a week, we expect weekly announcements will be made by most issuers for ease. UKLR 9.6.6R does not apply to AIM companies, but we expect AIM companies, who tend to follow Main Market norms in this regard, to also move to weekly announcements.

Action: Discuss with brokers the change in announcements (if issuers have not already done so), keeping in mind any commitments that were made in the announcement or engagement letter when the buyback programme was launched.

The Financial Reporting Council has updated its Guidance on the Strategic Report. The updates include amendments to reflect changes in the corporate reporting framework including those introduced by the UK Corporate Governance Code 2024, the Companies (Accounts and Reports) (Amendment and Transitional Provision) Regulations 2024, the Companies Directors' Report (Payment Reporting) Regulations 2025, and other developments in sustainability-related and wider corporate reporting practice.

The Department for Business and Trade has confirmed that the proposed Audit Reform and Corporate Governance Bill, referred to in the 2024 King's Speech, has been withdrawn. This means that plans to create the Audit, Reporting and Governance Authority (as a successor to the Financial Reporting Council) remain on hold for the time being.

QCA Naming and Shaming

The QCA has reminded issuers who commit to comply with the QCA Corporate Governance Code (the "QCA Code") that they must have purchased a copy of the QCA Code (as to be able to comply, they must have read it). The QCA now "names and shames" companies who state that they follow the QCA Code but who have not purchased the latest version.

New AIM Rules for Companies

An updated version of the AIM Rules for Companies was published, with effect from 19 January 2026, to reflect certain changes as a result of the Prospectus Reforms. The changes previously announced (as detailed in our briefing) are not reflected in the updated AIM Rules and a further version is awaited.