Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Class 1 transaction definition

What does Class 1 transaction mean? A Class 1 transaction is a major acquisition or disposal by a listed company that, because of its size, triggers the “class tests” at the Class 1 threshold. The term is defined in the FCA’s UK Listing Rules (Chapter 10 and LR 10 Annex 1). A transaction is Class 1 where any percentage ratio in the class tests (assets, profits, consideration or gross capital) is 25% or more. If any ratio reaches 100% or more (or there is a change of control), it is typically treated as a reverse takeover under LR 5 rather than a Class 1. Key...

Class 1 significant transactions—UK premium listing (LR 10): classification tests, circulars, shareholder approval, sponsors and related parties (pre-29 July 2024) [Archived]

Published by a LexisNexis Corporate expert

Practice notes

ARCHIVED: This Practice Note has been archived and is not maintained.

A major overhaul of the UK listing regime took effect on 29 July 2024, removing the premium and standard listing segments and creating a single category for equity shares in commercial companies. This commercial companies category is strongly disclosure‑based and sits alongside other listing categories, such as:

Shell companies
Secondary listing
Closed ended investment fund

The UK Listing Rules sourcebook was brought in to implement these reforms, and the previous Listing Rules sourcebook has been revoked. For more detail, see Practice Note: Reform of the UK listing regime—fundamentals. That fundamentals note sets out the regime as it applied before 29 July 2024 and is retained for reference.

This document explains class 1 transactions carried out by companies that formerly held a Premium Listing under the pre‑29 July 2024 regime. The prior Listing Rules have now been withdrawn and replaced by the UK Listing Rules. The focus is on key company law and regulatory considerations under the Companies Act 2006 (CA 2006) and the FCA Handbook, including the Listing Rules in the FCA Handbook...

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Web page updated on 21/05/2026

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