Recent Developments for UK PLCs — August 2026

Stamp Duty Goes Digital as Government Confirms New Securities Transfer Tax

On 13 July 2026, the government confirmed that Stamp Duty and Stamp Duty Reserve Tax will be replaced by a single Securities Transfer Tax (STT), a modern, digital, self-assessed tax on transfers of securities. The STT is expected to be introduced in 2027, with a further update on the commencement date to be provided in the autumn.

The consultation on the draft legislation closes on 7 September 2026. The proposed regime is intended to simplify and fully digitalise the administration and payment of tax on securities transactions, including by removing the need for paper-based reporting and payment processes.

The government has also published draft legislation and a summary of responses to its consultation on the 1.5% charge on certain overseas transfers of UK securities. It proposes that the 1.5% regime would be retained with the transferee (the person entitled to the depositary receipt) being the liable person, while the depositary receipt issuer or clearance service remains the accountable person responsible for administration. Companies with depositary receipt structures should monitor how this might play out in practice, and whether any amendments are made to the proposal while the legislation undergoes technical consultation. 

For companies, registrars, and other market participants involved in securities transfers, the reforms should largely preserve the basic principles of the existing stamp taxes on shares regime while moving administration onto a single digital platform. One-off implementation costs are expected to include familiarisation with the STT legislation, minor CREST system changes, and integration of the new HMRC digital service into processes for transfers outside CREST. The government does not expect ongoing costs for businesses to increase.

FCA Disclosure Expectations on Total Voting Rights and Significant Transactions

On 6 July 2026, the FCA published Primary Market Bulletin 64, setting out the findings of its follow-up review of total voting rights (TVR) disclosures and observations on significant transaction notifications under the UK Listing Rules.

Key takeaways:

• TVR disclosures: The FCA found that most disclosures included information relevant to TVR or share capital in some form, but a minority failed to include a dedicated TVR subsection or any direct reference to the total number of voting rights. Listed companies should ensure that announcements clearly state the TVR figure, particularly where the figure is included within a broader announcement, so shareholders can readily identify the denominator for calculating percentage voting rights.
• NSM classification: Following changes implemented in November 2025, companies no longer need to select all relevant classes and subclasses when categorising regulated information submitted to the National Storage Mechanism (NSM). However, where possible, companies should continue to use the “Total Voting Rights” headline category for TVR disclosures. If TVR information is included in a broader announcement, the announcement should expressly refer to “total voting rights” so that it can still be easily located through a keyword search.
• Significant transactions: The FCA noted differing approaches to risk disclosure in notifications of significant transactions. While the new regime gives listed companies more flexibility in comparison to the structured format used in class 1 circulars, risk factors should be tailored to the transaction and clearly explain the risks to the company, rather than relying on generic descriptions.
• Board statements on best interests: Listed companies should track the wording under the UK Listing Rules for board statements, which should specify that “the transaction is, in the board’s opinion, in the best interests of security holders as a whole”. Bespoke or narrowed formulations are not acceptable.

Takeover Code Set for Wide-Ranging Clarifications

On 9 July 2026, the Takeover Panel published its Public Consultation Paper PCP 2026/1, which proposes miscellaneous technical amendments to the Takeover Code (Code). Broadly, these proposals are intended to clarify and codify aspects of the Takeover Panel’s practice, rather than major substantive changes.

The proposed changes include:

• End of restrictions on frustrating action after the unequivocal rejection of an approach: The Panel proposes amendments to clarify that, in respect of a potential offeror which has not been publicly identified during an offer period, the restrictions on “frustrating action” will apply until 5 p.m. on the seventh day following the date on which the latest approach is unequivocally rejected by the target board. Examples of frustrating action include any issuance of shares, grant of options, acquisition/disposal of material assets, and entry into material contracts outside the ordinary course of business.
• Agreements restricting reductions of interests in shares and voting agreements: The Panel proposes amendments to clarify that an agreement between a person interested in shares and a company (and/or its directors) that restricts the person from reducing the number of shares in the company will normally lead to that person and the directors being considered to be acting in concert. 
• Definition of “reverse takeover” and equality of information to offerors competing with a reverse takeover: The Panel proposes amendments to the definition of “reverse takeover” under the Code (as distinct from the UK Listing Rules) to clarify the application of the Code’s various requirements to “reverse takeovers”, including transactions that involve an offer by a Code company for another Code company that results in an increase in the bidder’s existing issued voting equity share capital by more than 100%. Certain Code restrictions apply in that scenario, including restrictions against taking frustrating action. The Panel also proposes amendments to address the application of the equality of information principle to offers that are in competition with certain reverse takeovers. These changes may in some cases give rise to additional disclosure and information-sharing obligations.
• Extending a PUSU deadline: The Panel proposes to codify its existing practice by deleting the factors that the Panel will take into account when deciding whether to consent to the extension of a “put up or shut up” (PUSU) deadline of a potential offeror, and the requirement for the target board to comment on those factors in an extension announcement. This is on the basis that the target board is normally best placed to determine what information should be included in such an announcement, which may vary depending on the status of negotiations and other relevant circumstances.
• Mandatory offer requirement: The Panel proposes amendments to simplify and shorten the Notes on Rule 9.1. In particular, certain aspects in relation to collective shareholder action would be moved to Practice Statement 26 (Shareholder activism), a revised draft of which is set out in an appendix to the PCP. These proposed amendments reflect existing practice on how the Panel applies the mandatory offer requirement in the context of collective shareholder action. 
• Special deals and management incentivisation: The Panel proposes amendments to reflect its current practice that an independent adviser should state that the terms of the transaction or arrangements (as applicable) are fair and reasonable “so far as shareholders are concerned”. 
• Publication of investment research on a website: The Panel proposes amendments to (i) delete the requirement to remove connected investment research from a party’s website at the beginning of an offer period, and (ii) provide that, if a consensus forecast includes a forecast by a firm that is connected to the relevant party, the nature of that relationship must be disclosed. The proposed amendments are expected to increase the amount of forecast information available to shareholders and the market during an offer period and decrease the burden on target companies and securities exchange offerors.
• Restrictions on significant asset transactions following offers: The Panel proposes amendments to clarify the circumstances in which the Panel will normally consent to a former offeror taking restricted action in relation to a significant asset transaction following a lapsed or withdrawn offer. 

The consultation closes on 2 October 2026.