Recent Developments for UK PLCs — July 2026

First Use of the FCA’s Public Offer Platform Regime for a UK Retail Offer

On 12 June 2026, SpaceX’s IPO became the first transaction to use the FCA’s new public offer platform (POP) regime to conduct a retail offer to UK investors. As SpaceX was listing in New York and not seeking admission to a UK regulated market or primary multilateral trading facility, a conventional UK prospectus route was unavailable. Instead, the UK retail offer was conducted via a regulated POP.

The POP regime, introduced on 19 January 2026 as part of the Public Offers and Admissions to Trading Regulations 2024 (POATR), provides a new exemption to the general prohibition on public offers of securities in the UK. It allows companies to offer securities to retail investors without producing a prospectus where those securities will not be admitted to a UK public market, provided the offer is made through an FCA-authorised POP operator. 

The SpaceX transaction demonstrates that the POP regime can provide UK retail investors with access to major global IPOs by overseas issuers without a UK listing, and is expected to serve as a precedent for future overseas offerings seeking to tap UK retail demand. For further detail, see this Latham article.

LSE Proposes Most Significant Overhaul of AIM in 30 Years

On 4 June 2026, the London Stock Exchange (LSE) published AIM Notice 62 and AIM Notice 63, consulting on the most sweeping package of reforms to the AIM rulebook since the market’s launch in 1995. 

Both consultations close on 2 July 2026. Alongside the consultations, the LSE published a new Nominated Adviser Technical Note, which takes immediate effect. For AIM companies, the reforms promise cheaper and faster admissions, greater freedom to pursue M&A, more flexible governance and remuneration arrangements, and a clearer path for international listings. Many of the changes are already operative following the LSE’s November 2025 Feedback Statement.

Key changes are summarised below.

New Admissions

• Working capital statement (proposed): the requirement for a working capital statement would be removed and replaced with disclosure of capital resources, financial obligations, and 12-month fundraising needs. This proposal may necessitate additional interaction with nominated advisers (nomads).
• Special voting shares (in effect): weighted voting structures are expressly acceptable at admission to AIM, enabling founders to retain control.
• Express applicant admission route (proposed): the current AIM Designated Market route would be replaced with a new “Express Market” route, broadening eligible jurisdictions based on IOSCO principles and streamlining admission for international companies as well as certain LSE Main Market companies.
• Incorporation by reference (in effect): AIM companies may incorporate historical financial information by reference in admission documents, reducing cost and length.

Transactions

• Reverse takeovers (in effect): an acquisition will not be classified as a reverse takeover solely because it exceeds 100% in the class tests, where there is no fundamental change to the company’s business, board, and/or voting control. Such transactions (i.e., exceeding 100% in the class tests, but not resulting in any fundamental change) would instead be subject to the substantial transaction disclosure requirements, although shareholder approval may still be required (subject to prior consultation with AIM). Further, nomads may request that the AIM-traded shares not be suspended upon announcing a reverse takeover, where appropriate alternative disclosure can be made.
• Substantial transaction threshold (proposed): the class test threshold for substantial transactions under AIM Rule 12 would increase from 10% to 25%, aligning with the Main Market.

Follow-on Fundraisings

• Capital Access Window (proposed): AIM companies undertaking an equity fundraise may voluntarily request a temporary trading suspension to manage the process and approach a broader investor base, including retail investors.

Corporate Governance and Remuneration

• Directors’ remuneration (in effect): nomads are not required to provide a fair and reasonable opinion on non-standard director remuneration (comprising related-party transactions) where contractual terms provide reasonable commercial protections.
• Governance disclosure (proposed): the current requirement to disclose details of a recognised corporate governance code adopted by the company would be replaced with a requirement to disclose its corporate governance approach across five key areas (together with guidance to consider a recognised code) — board composition, directors’ roles, remuneration and performance, risk and controls, and investor relations.

Reporting, Ongoing Disclosures, and Market Integrity

• Accounting standards (in effect): UK-incorporated AIM companies may use UK GAAP (FRS 102) instead of IFRS, and other local GAAPs may be permitted where IFRS equivalency is demonstrated.
• AIM Rule 11 (disclosure) (proposed): the current obligation to notify price-sensitive information would be removed, as it duplicates the general obligation to disclose inside information under Article 17 of UK MAR. However, the new AIM proposals include language not reflected in UK MAR, and this could create new uncertainties as to whether the rules do, or do not, go beyond what is required by UK MAR.
• Buyer beware (proposed): additions to the introduction to the AIM Rules would explicitly set out the nature of AIM’s buyer-beware model and that investors must take responsibility for their investment decisions.

Nomad Rules and Technical Note

AIM Notice 63 proposes consequential amendments to the Nomad Rules. A new Nominated Adviser Technical Note (replacing Inside AIM) resets the LSE’s expectations for the nomad role — emphasising corporate finance expertise over compliance monitoring, reducing due diligence burdens on admission and take-on, and relaxing breach-reporting obligations for minor infractions. 

Intermediaries Urged to Empower Retail Shareholder Engagement

On 26 June 2026, the FCA published examples of good and poor practice for investment platforms, stockbrokers, trading apps, and other retail investment intermediaries on engaging and enabling retail investors to vote. Investors holding shares via platforms/intermediaries are usually not the legal shareholder and so typically do not have an automatic right to vote. The paper is directed primarily at intermediaries, reflecting a regulatory focus on shareholder democracy and the removal of practical barriers that may prevent beneficial owners (who are not legal shareholders) from exercising voting rights on listed company resolutions, including director elections, takeovers, rights issues, and schemes of arrangement.

For UK listed companies, the paper is a reminder that retail shareholder engagement is likely to become increasingly important in practice, even where the legal and operational obligations sit primarily with intermediaries. In particular, issuers should consider how shareholder communications are framed and distributed through the intermediated holding chain, and may wish to ensure that AGM materials, circulars, and explanations of significant resolutions are sufficiently clear for a broader retail audience.

CGI Updates Guidance on Access to the Register of Members

In June 2026, the Chartered Governance Institute UK & Ireland (CGI) published a revised edition of its guidance note on access to the register of members under the Companies Act 2006. The guidance has been updated to reflect recent case law, and remains a reference point cited by the courts when assessing whether a request to inspect or copy the register has been made for a “proper purpose”.

Under Section 116, any person may request a copy of the register on payment of a prescribed fee (capped at £125 for the largest registers). A valid request must state the requester’s name and address, the purpose for which the information will be used, and details of any third parties to whom it will be disclosed. If a company receives a valid request, it has five working days either to comply or to apply to court for a no-access order on the basis that the request is not for a proper purpose. 

The guidance is a useful practical resource for company secretaries and in-house counsel responsible for handling register requests. The guidance emphasises that what constitutes a “proper purpose” is assessed objectively on a case-by-case basis with no exhaustive definition. There is a strong presumption in favour of providing access, particularly where the request comes from a shareholder. Given the tight five-day window, the guidance recommends that companies and their registrars have pre-agreed internal procedures and legal escalation routes in place to assess and respond to requests promptly.

FCA Moves to Tighten Conflict Rules for Listed Investment Funds

On 26 June 2026, the FCA published a consultation on targeted changes to the UK Listing Rules for closed-ended investment funds. The proposals focus on the investment management relationship, including extending existing protections to the appointment of new investment managers, recognising conflicts where directors are associated with substantial shareholders who proposed them, and protecting minority shareholders where a substantial shareholder is also an investment manager voting on material investment policy changes.

For listed closed-ended investment funds, the consultation signals continued FCA scrutiny of governance structures and conflict management, particularly where control over the board, investment manager, and shareholder voting outcomes may overlap. The proposals are intended to be targeted rather than wholesale reforms, but boards and managers should consider whether their current arrangements for investment management appointments, fee or strategy changes, director independence, and substantial shareholder participation would remain robust under the proposed rules. The consultation closes on 14 August 2026, with final rules expected before the end of the year.