UK Listing Rules: Co Sec checklist

If you are the co sec of a company which has recently moved to the new ESCC category and are getting to grips with the new UK Listing Rules then this simple checklist may help.

1. Update your internal policy for significant transactions and delete all references to:
   1. Class 1 and Class 2 transactions 
   2. an FCA approved shareholder circular
   3. a mandatory shareholder vote
2. Update colleagues in your M&A team on the new regime for significant transactions. 
3. Get familiar with the new enhanced disclosure regime for significant transactions.
4. Consider how the board intends to approach significant transactions in the absence of a requirement for shareholder approval. Does anything need to change given the concerns about the new regime expressed by institutional investors and the potential uptick in securities litigation?
5. Alongside that assess whether the company would ever wish to offer an advisory vote on any transaction? We suspect not but its an option.
6. Refresh your policy for related party transactions. Although the UKLR does not require a shareholder vote or FCA approved circular for a related party transaction, the requirements of the Companies Act 2006 for shareholder approval of substantial property transactions remain. 
7. Review template RIS announcements and update references to underlying listing rules. References should now be to the relevant rule in UKLR and template announcements should not refer to LR 9 or LR 10. The new requirements for continuing obligations are set out in UKLR 6. UKLR 7 covers significant transactions and reverse takeovers and UKLR 8 deals with related party transactions.
8. On or before 29 January 2025, provide key person contact details to the FCA. This new requirement is contained in UKLR 1.3.5R. Under the new rules, an issuer must ensure that the FCA is provided, at all times, with up-to-date contact details of at least two of its executive directors (or, where the issuer has no executive directors, at least two of its directors), including their name, business telephone number and business email address. Where the issuer has only one executive director or has only one director, then the issuer must ensure the FCA is provided with the details of this director.
9. If you have a relationship agreement / controlling shareholder agreement in place take steps to discuss that with the Chair as a first step so that you are on the front foot as and when a controlling shareholder asks for the agreement to be terminated.
10. Update board memorandum to reflect changes introduced on 29 July 2024: (our previous update gives an overview: UK Listing Regime: new UKLR published: key points for premium listed companies).

How can we help?

If you would like to discuss this checklist, please speak to your usual contact at Burges Salmon or Nick Graves, head of the firm's Corporate Department.