Jurisdiction(s):
United Kingdom

UK Listing Rules class tests for commercial companies: calculations, thresholds, aggregation, related party transactions and sector-specific modifications

Published by a LexisNexis Corporate expert

Practice notes

This fundamentals note explores the class tests in the UK Listing Rules (UKLR) applied to gauge the scale of a transaction carried out by a company admitted to the equity shares (commercial companies) listing category (the commercial companies category). References to a listed company in this Practice Note mean a company listed in the commercial companies category. Companies with equity shares admitted to other listing categories are likewise subject to UKLR transaction rules but fall outside the scope of this Practice Note.

What are the class tests used for?

The class tests (also known as percentage ratios) comprise a set of measures used to evaluate the magnitude and relevance of a transaction undertaken by a listed company or its subsidiary undertakings. The outcomes of the class tests indicate how material the transaction is when compared with the listed company and what steps under the UKLR, if any, the listed company must take. These rules are chiefly designed to ensure shareholders are fully informed and, in certain cases, given the chance to vote on transactions that could influence their investment in the company. Generally, the larger and more consequential the proposed transaction undertaken by the company in relative terms overall is...

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Web page updated on 22/05/2026

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