Listing particulars meaning

STOP PRESS: The UK’s prospectus framework still derives from the EU Prospectus Regulation, preserved in domestic law after Brexit as the UK Prospectus Regulation. As part of wider reforms to the UK capital markets and to strengthen the UK’s appeal as a listing venue, this regime has been under review. As a result, the UK Prospectus Regulation will be superseded by the Public Offers and Admission to Trading Regulations 2024 (the POATRs), with the detailed admission-to-trading requirements to be set out in the Financial Conduct Authority (FCA) admission rules. The FCA issued its final rules (PS25/9) on 15 July 2025, and they will apply from 19 January 2026. On 17 October 2025, the FCA published Primary Market Bulletin 58 which, among other points, gives guidance on the timing and approval of prospectuses (and supplementary prospectuses), and confirms the removal of Listing Particulars as an admission document, within the new framework. For further information on the key elements of the new POATRs framework relevant to the debt capital markets, see:...

This checklist sets out what a company listed in the equity shares (commercial companies) category must announce to a regulatory information service (RIS) in relation to a significant transaction under UKLR 7.3 of the UK Listing Rules. Under the UKLR, a significant transaction is one where any percentage ratio reaches 25% or more. Initial disclosure requirements—UKLR 7.3.1R The following must be notified to a RIS as soon as the terms of a significant transaction are agreed: UKLR 7.3.1R (2)(a): A statement setting out why the transaction is notifiable under UKLR 7. UKLR 7.2.13G (4): If the notice concerns aggregated transactions, an explanation of the basis for aggregation, with reference to whether UKLR 7.2.11R (1)(a), (1)(b) or (1)(c) applies. UKLR 7.3.1R (2)(b): A summary of the transaction and the company’s rationale for undertaking it, including the items below. UKLR 7 Annex 2, 1.1 R (1): Full particulars of the transaction, including the name of the counterparty. UKLR 7 Annex 2, 1.1 R...

In this issue: Environmental, social and governance Limited liability partnerships Directors Private M&A Daily and weekly news alerts Dates for your diary Trackers Useful information Environmental, social and governance European Sustainability Reporting Standards for SMEs and non‑EU undertakings have been formally postponed. Directive (EU) 2024/1306 of the European Parliament and of the Council, dated 29 April 2024, amending Directive 2013/34/EU as regards the time limits for the adoption of sustainability reporting standards for particular sectors and for specified third‑country undertakings, has now been published in the Official Journal. See: LNB News 08/05/2024 39. Limited liability partnerships Companies House has released an updated version of the limited liability partnership confirmation statement form (LL CS01). The document confirms LLP particulars on the public Companies House register. The new edition applies to LLPs with a confirmation date on or after 5 March 2024, while LLPs dated 4 March 2024 or earlier must continue to use the previous...

ARCHIVED: This Practice Note is archived and no longer maintained. STOP PRESS: The UK’s prospectus regime, previously derived from the EU Prospectus Regulation, has been superseded by the Public Offers and Admission to Trading Regulations 2024 (POATRs), with all detailed admission to trading requirements now contained in the Financial Conduct Authority (FCA) admission rules. The FCA published its final rules on 15 July 2025, which took effect on 19 January 2026. In October 2025, the FCA issued Primary Market Bulletin 58 which, among other matters, offered guidance on the timetable and approval of prospectuses (and supplementary prospectuses) and confirmed the removal of Listing Particulars as an admission document under the new framework. For more on the key aspects of the POATRs relevant to debt capital markets, see Practice Note: The UK Prospectus Regulation—essentials [Archived]—Reform of the UK prospectus regime. This Practice Note focuses on debt capital markets and summarises the required structure and contents of a prospectus prepared under the current UK prospectus regime. It covers:...

STOP PRESS: On 21 July 2019, Prospectus Regulation (EU) 2017/1129 became fully effective across EU member states, and the Prospectus Directive was repealed. The Regulation now sets out when a prospectus must be published for an offer of securities to the public in the UK, or for the admission of securities to trading on a regulated market in the UK. To reflect this, the FCA has brought the FCA Handbook into line with the Regulation by removing the Prospectus Rules in their entirety and substituting the Prospectus Regulation Rules sourcebook. For more detail, see Practice Note: The UK Prospectus Regulation—essentials [Archived] and The UK Prospectus Regulation—is a prospectus required? [Archived]. ARCHIVED: This archived Practice Note is not maintained and is provided for background purposes only. Further information is available in Practice Note: The UK Prospectus Regulation—essentials [Archived]. This Practice Note examines, under the previous Prospectus Directive framework, when a prospectus had to be published for an offer of securities to the public in the UK or for admission...

ARCHIVED: This Practice Note is archived and not being maintained at present or updated further. STOP PRESS: The UK’s prospectus framework, formerly grounded in the EU Prospectus Regulation, has been superseded by the Public Offers and Admission to Trading Regulations 2024 (the POATRs), with granular admission-to-trading requirements now set out in the Financial Conduct Authority (FCA) admission rules. The FCA issued its final rules on 15 July 2025. Those final rules took legal effect on 19 January 2026. In October 2025, the FCA released Primary Market Bulletin 58 which, among other matters, provided guidance on both the timing and approval of prospectuses (and supplementary prospectuses) and confirmed the removal of Listing Particulars as an admission document under the new framework. For more on the principal features of the new POATRs framework relevant to the debt capital markets, see Practice Note: The UK Prospectus Regulation—essentials [Archived]—Reform of the UK prospectus regime. This Practice Note sets out and describes the approval regime for prospectuses under the current UK Prospectus...

Signing and Closing Memorandum A Signing and Closing Memorandum is needed to facilitate the orderly completion of a complex deal. This template signing and closing memorandum outlines actions to be undertaken to finalise a commercial mortgage-backed securities (CMBS) transaction. Further documents or actions might be necessary, subject to the particulars of the transaction in some cases...

Please be aware that this precedent is provided solely for information purposes and constitutes a memorandum outlining the full particulars of the Model Code formerly included in the Listing Rules, which applied to directors of companies holding a premium listing of equity shares on the Financial Conduct Authority’s Official List. The FCA removed the Model Code as a direct consequence of the implementation of Regulation (EU) No 596/2014 on market abuse (the Market Abuse Regulation), which took effect on 3 July 2016. For further information on the Market Abuse Regulation, see Practice Notes: Market Abuse Regulation (MAR)—essentials [Archived] and UK Market Abuse Regulation—level 2 and level 3 measures. From 3 July 2016, The Chartered Governance Institute (formerly ICSA: The Governance Institute), GC100, the Quoted Companies Alliance (QCA) and other market participants issued a guidance note together with a range of specimen dealing codes for use by listed and quoted companies. For additional information on these materials, see Practice Note: ICSA, GC100, QCA: Market Abuse Regulation (MAR)...

‘specimen’ dealing code This Precedent is a memorandum outlining the particulars of the ‘specimen’ dealing code. The specimen dealing code is the outcome of an industry-led development of codes, guidance and best practice prepared by The Chartered Governance Institute (formerly known as ICSA: The Governance Institute), GC100, the Quoted Companies Alliance and other market participants, who collectively agreed that it would be of considerable benefit for listed and quoted companies to be able to turn to an equivalent version of the Financial Conduct Authority’s (FCA) Model Code. As a consequence of the implementation of the Market Abuse Regulation (EU) No 596/2014 on 3 July 2016, the FCA deleted the Model Code. Companies with a former premium listing of equity shares were required to comply with the Model Code, which restricted persons discharging managerial responsibilities (PDMRs) from dealing in the companies’ securities. The working assumption is that listed companies will apply the dealing code to PDMRs and to those other individuals whom they wish to be covered by the company’s...

Resident Labour Market Test (RLMT) When placing a vacancy under the resident labour market test (RLMT), a sponsor must retain a screenshot of the website taken on the day the advert first goes live, unless the advert itself shows the date it was posted, in which case the screenshot can be produced at any point while the listing remains valid. See Practice Note: Resident Labour Market Test. If the wording of the advert is altered, the screenshot held by the sponsor to meet the above requirement will not match the actual particulars of the role (including the remuneration package). This inconsistency could lead, on audit, to a finding that the RLMT process was not followed. To minimise the risk of non-compliance on this matter, it is advisable to repost the advert, capture the requisite screenshots on the first day it appears as required by the RLMT, and refrain from changing the advert’s contents throughout the minimum 28-day period...