Recent Developments for UK PLCs — March 2026

Preparing Your Next Strategic Report? FRC Issues Updated Guidance

On 4 February 2026, the Financial Reporting Council (FRC) issued its updated Guidance on the Strategic Report, which has been developed to support UK entities that prepare strategic reports under the Companies Act 2006. The guidance is intended to help companies address their reporting obligations in a way that is practical and proportionate, and supports high-quality reporting.

The guidance was updated following a comprehensive review to reflect recent changes to the legislative and regulatory framework. Key updates include:

• Amendments reflecting the revised UK Corporate Governance Code 2024, directors’ report disclosures, and developments in sustainability-related and wider corporate reporting practices
• Changes to emphasise the status of the guidance as non-mandatory, best practices
• Structural improvements addressing general principles and content requirements in the strategic report to enhance usability and accessibility for companies

Alongside the guidance, the FRC published updated Scoping Tables that summarise the Companies Act 2006 disclosure requirements for the strategic report, the directors’ report, and the energy and carbon report. The FRC indicated that it expects to further amend the guidance to reflect any changes to reporting requirements resulting from DBT’s ongoing “Modernising Corporate Reporting” programme. For more information on that modernisation effort, see the November 2025 edition of this newsletter. 

Insider Dealing Fines Highlight Importance of Robust Information Barriers and STOR Reporting

On 10 February 2026, the FCA announced that it had fined two individuals a combined £108,731 for insider dealing in shares of Bidstack Group Plc, a company that was admitted to trading on AIM at the time of the offences.

In December 2021, before a major commercial deal was publicly announced, Mr Hirani (Bidstack’s interim chief financial officer at the time) passed confidential information about the transaction to Mr Kerai, his co-defendant. Mr Hirani then opened a trading account in Mr Kerai’s name and, with his assistance, purchased 1.3 million Bidstack shares. When the deal was announced, the company’s share price rose by more than 125%, generating a profit of over £9,000, which the FCA has required Mr Kerai to return as part of his penalty.

The FCA was initially notified of the suspicious trading through Suspicious Transaction and Order Reports (STORs) submitted by a firm, demonstrating the critical role that market participants play in uncovering potential market abuse. The FCA’s executive director of enforcement and market oversight commented that the regulator will continue to work with industry to take action against anyone who misuses inside information.

This enforcement action serves as a reminder that the FCA takes market abuse seriously, and underscores the importance of listed companies maintaining robust systems and controls to prevent the misuse of inside information.

Review Your Delayed Disclosure Policies: ESMA Consults on Changes to the EU MAR Guidelines

On 19 February 2026, ESMA published a Consultation Paper on proposed amendments to its guidelines on delaying the disclosure of inside information under EU MAR, with comments requested by 29 April 2026. The proposed changes align with the EU Listing Act, which will take effect from 5 June 2026. The revised regime significantly simplifies disclosure obligations, particularly for protracted processes such as M&A transactions and major reorganisations, which will no longer require disclosure until completion.

Key points for listed companies:

• From June 2026, issuers will no longer be required to justify the legitimacy of delaying disclosure during a protracted process. Instead, disclosure will only be required at the end of that process. As a result, ESMA is proposing to remove from the current guidelines the legitimate interests for delayed disclosure connected to such protracted processes.
• ESMA proposes adding new legitimate interests grounds for delaying disclosure, including situations where (i) a public authority requests non-disclosure of inside information, (ii) the issuer requires more time to collect information to avoid misleading the market, or (iii) the issuer is involved in several procurement processes for similar contracts. 
• ESMA proposes to replace the “no misleading the public” condition, as the EU Listing Act removed it from EU MAR, and replace it with a condition that a delayed disclosure must not contradict the issuer’s latest public announcement on the same matter. The outcome is likely to be helpful to issuers.

UK-listed companies with EU-listed securities should review their disclosure policies and procedures in anticipation of the new regime taking effect in June 2026. Notably, these changes represent a further area of regulatory divergence between EU and UK MAR, as there is no indication that the UK intends to replicate the EU Listing Act reforms. Further, the FCA recently reiterated in Primary Market Bulletin 52 that issuers must announce inside information on a timely basis during protracted processes, such as offer processes, periodic financial information, and CEO resignations. 

FCA Addresses Unintended Notification Requirements for Former Block Listings Following POATR Taking Effect

On 19 February 2026, the FCA published a statement clarifying its approach to certain notification requirements that came into force alongside the Public Offers and Admissions to Trading Regulations (POATRs) regime on 19 January 2026 that impact issuances under former block listings. 

Under the new regime, issuers must notify a Regulatory Information Service (RIS) of any admission to trading within 60 days of the admission of securities. However, issuers and advisers identified a potential conflict with UK Listing Rule (UKLR) 6.4.4R(4) (and equivalent provisions in other UKLR chapters), which requires listed companies to notify an RIS “as soon as possible” of the results of any new issue of equity securities. Previously, issuers with a block listing under former UKLR 20.6 were required to notify only every six months — an exemption that was removed when UKLR 20.6 was deleted on 19 January 2026.

The FCA confirmed that it did not intend to require frequent issuers to make both an “as soon as possible” notification for each individual issue and a separate notification on admission to trading.

The FCA intends to consult shortly on removing UKLR 6.4.4R(4) and equivalent provisions, leaving issuers subject only to the 60-day notification requirement in PRM 1.6.4R.

In the meantime, the FCA will not take supervisory or enforcement action against issuers who previously held a block listing under former UKLR 20.6 and who do not make notifications under UKLR 6.4.4R(4).

Issuers previously granted a block listing should review their existing notification processes and rely on this forbearance pending the FCA’s consultation and rule changes. The FCA’s statement is a welcome clarification for frequent issuers of equity securities under employee share schemes or similar arrangements.

LSE Finalises Rules for Private Securities Market

On 5 February 2026, the London Stock Exchange confirmed the final rules for its Private Securities Market (the Exchange’s PISCES offering), following feedback on the draft rules published in August 2025. 

PISCES (the Private Intermittent Securities and Capital Exchange System) is a regulated platform for trading private company shares designed to operate within a sandbox environment for five years. 

Key points from the LSE’s market feedback:

• The LSE clarified that Private Securities Market companies must ensure their shares remain eligible for electronic settlement only during an auction window (rather than at all times), following respondent queries on the original drafting of Rule 2.3.8. 
• The LSE added guidance to Rule 3.1.1 confirming that any communications made by a Private Securities Market company outside of the Private Securities Market Disclosure Portal do not form part of the Private Securities Market disclosure arrangements and are beyond the scope of the Private Securities Market Rules. 
• The LSE shared feedback with the FCA on whether Rule 3.3.2(b), relating to restrictions applying to selling shareholders, was too narrow and should not be limited to qualifying individuals, as this restriction reflects obligations set out in the PISCES Sourcebook. 

The launch of the Private Securities Market provides a regulated venue to facilitate secondary trading of shares of private companies in intermittent trading windows. Such companies and their investors should consider whether the Private Securities Market could offer a useful liquidity event.