New UK Listing Rules taking effect from 29 January 2025

Following the extensive review and overhaul of the UK Listing Rules Sourcebook (“UKLR”) by the Financial Conduct Authority (“FCA”) last year, the majority of the reforms came into force on 29 July 2024 (see our blog post UK Listing Regime: new UKLR published: key points for premium listed companies, Nick Graves for further information). There were, however, some transitional provisions put in place such that the following changes will only take effect from Wednesday 29 January 2025.

Key person contact details (UKLR 1.3.5)

From 29 January 2025, an issuer must provide the FCA with the contact details (name, business telephone number and business e-mail address) of at least two executive directors. This information must be kept up-to-date and the issuer should notify the FCA of any changes as soon as possible. Where there are no executive directors in place, the issuer should provide the details of at least two directors or if there is just one executive director in place or the issuer only has one director appointed, the details of that one director must be provided.

The purpose of this provision is to allow the FCA to contact these people in situations where they require an urgent response. It is important to note that this is in addition to the requirements to provide details of a first point of contact for queries on compliance with the rules (UKLR 6.2.19) and a nominated person for service of notices (UKLR 1.3.7) (see below).

Service of notices (UKLR 1.3.7 and 1.3.8)

An issuer must also provide up-to-date contact details of a person at the issuer who has been nominated to receive service of relevant documents. The contact details must include an address, which can be an e-mail address if the issuer has consented in writing to receive the relevant documents via e-mail. If the issuer has not given such consent then they must provide a postal address.

Listing Principles (UKLR 2.2.1)

The reforms in July 2024 removed the distinction between listing principles and premium listing principles, resulting in a combined set of six listing principles for all issuers. As part of the transition, new Listing Principles 3 to 6 (set out below) did not apply immediately to companies whose shares were previously admitted to the “standard listing” but they will take effect from 29 January 2025.

• Listing Principle 3: A listed company must take reasonable steps to enable its directors to understand their responsibilities and obligations as directors.
• Listing Principle 4: A listed company must act with integrity towards the holders and potential holders of its listed securities.
• Listing Principle 5: A listed company must ensure that it treats all holders of the same class of its listed securities that are in the same position equally in respect of the rights attaching to those listed securities.
• Listing Principle 6: A listed company must communicate information to holders and potential holders of its listed securities in such a way as to avoid the creation or continuation of a false market in those listed securities.

How can we help?

If you would like to discuss any of the changes to the UKLR which are taking place, please speak to your usual contact at Burges Salmon, Nick Graves (head of the firm’s Corporate Department), AJ Venter or Charlotte Hamilton.