Recent Developments for UK PLCs — February 2026

UK Government Drops Audit Reform to Focus on Modernisation of Corporate Reporting

On 20 January 2026, the UK government announced that it will not be consulting on audit reform legislation. That legislation would have, amongst other things, established a new regulator: the Audit, Reporting and Governance Authority (ARGA), with powers to tackle breaches of directors’ duties relating to corporate reporting and the ability to direct changes to company reports and accounts.

In scrapping this reform, the government noted its priority to promote economic growth and reduce administrative burdens, and that while the planned reforms would be beneficial, some would increase costs on business. The government instead intends to focus on the simplification and modernisation of corporate reporting, with an ambitious consultation to be launched this year. For more information on that modernisation effort, see the November 2025 edition of this newsletter.

New UK SRS-Aligned Disclosure Rules for UK Listed Companies Expected to Apply From 2027

On 30 January 2026, the FCA published its Consultation Paper (CP 26/5) on the switch from TCFD-aligned disclosure rules for listed companies to UK SRS-aligned disclosure rules, with comments requested by 20 March 2026. 

Key points:

• In-scope companies to be subject to mandatory reporting against UK SRS S2, which covers climate disclosures
• Scope 3 emissions data and wider sustainability (non-climate) reporting can be on a “comply or explain” basis
• In-scope companies to disclose whether and where they have published a transition plan, or the reason why not

The FCA proposes that most of the requirements will come into force from 1 January 2027, for financial years starting on or after 1 January 2027 (with one to two years’ transitional relief for the comply-or-explain elements). The first annual reports covering the new disclosures should therefore appear around spring 2028.

For more information, see our blog post.

LSE’s Updated AIM Rules Confirm Lower Regulatory Burden for Further Issuances

On 16 January 2026, the LSE confirmed its amendments to the AIM Rules for Companies to implement the Public Offers and Admissions to Trading Regulations 2024, which replaced the UK Prospectus Regulation with effect from 19 January 2026. 

The rule changes confirm that an admission document will not be required for further issues of securities by an AIM company, save when it is undertaking a reverse takeover.

As advised in its Discussion Paper Feedback Statement, the LSE will be looking to make more substantive changes to the AIM Rules in the first half of 2026, and pending that, will, on a case-by-case basis, reclassify certain deals as “substantial transactions” (which would only require disclosures) rather than “reverse takeovers” (requiring a suspension of trading and/or a shareholder approval vote) where they do not fundamentally change the business. For more information on the statement, see the December 2025 edition of this newsletter.

LSE’s Updated Admission and Disclosure Standards Retain Admission Applications for Further Issuances

On 16 January 2026, the LSE confirmed its largely administrative amendments to its Admission and Disclosure Standards (Standards) to implement the Public Offers and Admissions to Trading Regulations 2024, which replaced the UK Prospectus Regulation with effect from 19 January 2026.

The LSE clarified that although the FCA now admits securities as a class to the Official List (with no need to submit a listing application for further issuances of the same class), there has been no change to the requirements in the LSE’s Standards regarding applications for admission to trading of securities. Therefore, applications for admission to trading of further issues of a class of securities already admitted to trading will still need to be made to the LSE, even though no corresponding FCA application will be made to admit securities to the Official List. In particular, it is still possible to seek a block admission pursuant to employee share schemes or the exercise of options, despite block listings being redundant under the FCA’s latest listing rules.

FCA Finalises Its Knowledge Base to Implement the POATR Regime

On 12 January 2026, the FCA published Primary Market Bulletin 61, which updates the FCA Knowledge Base and related guidance to implement the new public offers and admissions to trading regime, and responds to feedback from its PMB 58 consultation. The bulletin finalises guidance for the UK’s revised prospectus framework, including technical notes and consequential updates.

Key points of interest relevant to issuers and advisers include:

• Working capital disclosures: The FCA has been considering revisions to its guidance to permit issuers to include “uncommitted” facilities in their working capital calculations in certain circumstances. The FCA noted that some respondents suggested alternative approaches, most notably a three-tiered approach which would allow issuers to make a working capital statement with: (i) a clean statement, (ii) a clean statement with financing judgements, or (iii) a qualified statement. The FCA is considering these alternative approaches and will engage further with market participants on this topic in 2026.
• Protected forward-looking statements (PFLS): The FCA has clarified its approach on PFLS in a new technical note, covering considerations around the presentation of PFLS and the FCA’s expectation that PFLS should be “representative” of the issuer’s actual plans and strategies (rather than “reliable” as initially proposed).
• IPO “3-day rule”: The FCA clarifies that PRM 9.5.2R’s 3-day rule around prospectus publication is not intended for institutional-only IPOs.

Issuers and sponsors should review PMB 61 to understand the final form of guidance and any implementation points for live or near-term transactions.

Former Finance Directors Fined for Role in Misleading Statements Issued by Carillion 

On 7 January 2026, the FCA announced that it has fined two former finance directors £232,800 and £138,900 for having acted recklessly and being knowingly concerned in breaches by Carillion of the Market Abuse Regulation and the Listing Rules. The FCA states that these individuals were both aware of serious financial troubles in Carillion’s UK construction business but failed to reflect this in company announcements or alert the board and audit committee, which led to poor oversight.

These individuals were initially given a decision notice by the FCA on 24 June 2022, and then both referred the matter to the Upper Tribunal on 22 July 2022. However, following settlement discussions with the FCA, they withdrew their references in late 2025. Separately, Carillion’s former CEO continues to dispute the FCA’s decision notice with respect to related findings, and the hearing of his Upper Tribunal reference is scheduled to start in February 2026. 

These financial penalties serve as a reminder that the FCA takes market abuse and disclosure breaches seriously and the importance of listed companies maintaining adequate procedures, systems, and controls to enable regulatory compliance.