Recent Developments for UK PLCs — August 2025

New UK Prospectus Regime Eases Regulatory Burden for Follow-on Offerings

On 15 July 2025, the FCA published PS25/9 and PS25/10 outlining its final rules for the new Public Offers and Admissions to Trading regime, which will supersede the existing UK Prospectus Regulation from 19 January 2026.

This new regulatory framework, in conjunction with the Public Offers and Admissions to Trading Regulations 2024 (POATR 2024) — which granted the FCA authority to establish the new rules — represents the culmination of the reform journey to enhance the efficiency of UK fundraising processes.

Key points:

• The final rules implement the vast majority of proposals from the FCA’s consultations — including a new 75% prospectus exemption threshold for further issuances, up from 20%.
• For an IPO involving a retail offer, the period during which the prospectus must be made available to the public has been reduced from six working days to three working days.
• The bulk of the prospectus requirements for IPOs on regulated markets, alongside requirements on prospectus content, format, and responsibility, remain largely unchanged.
• The total consideration exemption for public offers (previously €8 million and now £5 million) is no longer relevant for issuances by publicly traded issuers.
• The new regime is set to take effect on 19 January 2026.

For further details, please see this Latham Client Alert.

Digitisation Taskforce Unveils the End of Paper Share Certificates

On 15 July 2025, the Digitisation Taskforce, chaired by Sir Douglas Flint, published its final report, which outlines the staged plan by which paper share certificates will be eliminated and all shareholders will hold through the intermediated securities chain. These proposals would allow investors to exercise their shareholder rights more effectively, while also reducing costs for issuers.

The proposals envisage that listed companies would be required to maintain temporary digital share registers (likely by the end of 2027), prohibiting the issuance of physical share certificates, until the eventual move to a fully intermediated system of shareholding.

The report’s findings have been welcomed by HM Treasury on behalf of the UK government, which has said that its recommendations will be implemented in full. For further details, please see this Latham blog post.

Takeover Panel Issues New Guidance on Unlisted Share Alternatives and Profit Forecasts

On 3 July 2025, the Takeover Panel published the following new practice statements:

• Practice Statement 35 describes the way in which the Takeover Panel interprets and applies certain Takeover Code requirements in relation to a profit forecast or quantified financial benefits statement published by a target company or a securities exchange offeror. It also addresses when the Takeover Panel may, following the announcement of a recommended firm offer where there is no competitive situation, dispense with the requirement for investment research published by a firm connected with the bidder or target to be pre-vetted.

  Management and reporting teams of listed companies should note the Takeover Code’s onerous requirements for affirming profit forecasts — as well as the risk of inadvertently falling within the regime by issuing one-off profit guidance or projections where an offer is contemplated.

• Practice Statement 36 sets out guidance on how the Takeover Panel normally interprets and applies the relevant provisions of the Takeover Code in respect of an unlisted share alternative to a cash offer (sometimes referred to as a “stub equity” alternative).

  This practice statement is a useful collation of the Takeover Panel’s practice in light of the increasing prevalence of stub equity on recent deals. Bidders should refer to this guidance to understand the parameters when structuring the terms and disclosures for stub equity in order to comply with the Takeover Code’s requirements (particularly the requirements around equal treatment of target shareholders).

Takeover Panel Launches Consultation on Dual-Class Share Structures, IPOs, and Share Buybacks

On 3 July 2025, the Takeover Panel published consultation paper PCP 2025/1 proposing the following:

• Dual-class share structure (DCSS): A framework for the application of the Takeover Code to companies with a DCSS, following the introduction of the UK listing rules’ new permissive regime for DCSSs. This framework principally focuses on the application of the mandatory offer requirement in the context of a DCSS company — including potential dispensations where the shareholding of certain significant shareholders crosses the mandatory offer threshold as a result of weighted voting rights shares being extinguished or converting into ordinary shares.
• IPOs: Codifying the existing practice for a company, in the context of an IPO, to make appropriate disclosure in relation to the application of the Takeover Code to the company. These disclosures include the application of the mandatory offer requirements and concert parties with 30% or more of the voting rights.
• Share buybacks: Certain amendments to clarify the Takeover Code provisions regarding the possible requirement for substantial shareholders to make a mandatory offer in relation to the redemption or purchase by a company of its own securities.

The consultation will close on 26 September 2025.

FCA Highlights Use of Data and Technology to Detect Regulatory Breaches

On 17 July 2025, the FCA published Primary Market Bulletin 56, which highlights its use of data and technology to monitor compliance around the disclosure of major shareholding positions, directors’ dealing, and net short positions.

In particular, the FCA flagged that this data-led approach to monitoring triggered its recent investigations into failures by directors and persons discharging managerial responsibilities (PDMRs) to report their dealings under MAR.

This Primary Market Bulletin serves as a reminder that directors and other PDMRs need to take their reporting obligations under MAR seriously.

FCA Unveils Updates to Guidance and Processes

On 25 July 2025, the FCA published Primary Market Bulletin 57, which covers (amongst other things):

• Sponsor services: The FCA is consulting on an updated version of Technical Note TN 710 to clarify when the provision of preparatory work by a sponsor would constitute sponsor services. In particular, the draft guidance now specifies that the “sponsor service” definition is not intended to capture a situation where a sponsor could not know that it is performing the role of a sponsor in connection with a matter where a sponsor must be appointed under the UK Listing Rules.
• New guidance on the application of complex financial history and significant financial commitment rules for prospectuses: The FCA is consulting on revised guidance to clarify the required prospectus disclosures for issuers with complex financial histories. Such disclosures would typically only be relevant for acquisitive companies that need to prepare a prospectus.
• MAR notifications: The FCA expects to release in late 2025 an update to its notification portal for delayed disclosure of inside information and PDMR notifications, with the aim to make the forms easier and quicker to complete. The FCA is expected to publish further guidance in due course.
• Enhancing the National Storage Mechanism (NSM): On 20 December 2024, the FCA confirmed more comprehensive metadata requirements for filings to the NSM that will take effect on 3 November 2025. Primary Market Bulletin 57 flags specific changes that listed companies need to be aware of. For example, listed companies must (i) provide their Legal Entity Identifiers (LEIs) to their Primary Information Providers to avoid NSM rejecting their disclosures, and (ii) maintain the “issued” status of LEIs. In addition, there is a new facility to make corrections to previously filed disclosures.