Recent Developments for UK PLCs — November 2025

Major Proposals to Reduce Corporate Reporting and Governance Burdens

On 21 October 2025, the UK government announced it will introduce reforms that would reduce corporate reporting and governance compliance burdens on UK listed companies.

Modernisation of Corporate Reporting

The government announced it will introduce legislation to:

• remove the requirement to produce a directors’ report, with some provisions to be removed entirely and others relocated elsewhere in the Annual Report;
• exempt medium-sized private companies from producing a strategic report in the Annual Report; and
• exempt wholly owned subsidiaries from producing a strategic report where they are covered by the reporting of a UK parent.

These potential legislative changes, planned for 2026, would streamline corporate reporting requirements for UK listed companies and their UK private subsidiaries.

Share Awards for NEDs

The FRC will publish updated UK Corporate Governance Code guidance in early November 2025, making clear that paying non-executive directors in shares is appropriate. This guidance aims to help UK listed companies compete for board talent internationally.

Discontinuation of the Investment Association Public Register

The government has asked the Investment Association to stop maintaining the Public Register of significant shareholder dissent, on the basis that it duplicates transparency already provided through UK Corporate Governance Code requirements.

PMB 59 Highlights Compliance Priorities on the Delayed Disclosure of Inside Information, Cryptoasset Treasury Strategies, and New Metadata Requirements for NSM Filings

On 23 October 2025, the FCA published Primary Market Bulletin 59, which covers the below topics:

Review of Delayed Disclosure of Inside Information Notifications

The FCA has conducted a review of issuers’ compliance with the UK MAR disclosure requirements, which permit a delay to the public disclosure of inside information subject to certain conditions. The review period covered April 2022 to March 2024. Broadly, the FCA found that fewer issuers have been submitting delayed disclosure notifications and that the delay periods have increased in comparison with the previous review.

Key takeaways for listed companies:

• The FCA’s data illustrates (i) the key disclosure categories that gave rise to the highest volume of delay notifications (such as M&A, Business Updates, and Placings/Corporate Finance); and (ii) the average delay periods by category of notification. In-house teams can refer to these statistics (alongside the FCA’s commentary) when considering whether a proposed delay is in line with market practice.
• PMB 59 provides a helpful reminder of the arrangements and steps required to comply with UK MAR as well as the DTRs and Listing Principle 1 (regarding adequate procedures, systems, and controls). Such arrangements include reviewing policies and procedures and arranging training for relevant staff.

Cryptoasset Treasury Strategies

The FCA has provided compliance reminders to certain listed companies that have announced plans to acquire cryptoassets as part of their broader treasury management strategy. These reminders relate to obligations under the UK Listing Rules, DTRs, and UK MAR.

Specifically, these compliance reminders ask companies to consider:

• How to communicate the new strategy to shareholders and how companies should describe the risks. Announcements on capital raisings should be clear on the use of proceeds, and companies should ensure that communications comply with financial promotion requirements.
• Whether the acquisition of cryptoassets may constitute a reverse takeover under the UK Listing Rules.

Enhancing the National Storage Mechanism (NSM)

The FCA provides issuers with a reminder of key metadata changes when submitting disclosures via the Electronic Submission System (ESS) or a Primary Information Provider to the NSM, which will take effect on 3 November 2025. The changes include requirements to provide the issuer’s LEI and updates to headline codes/categories required to categorise disclosures.

Review of the UK Short Selling Regime

Following the enactment of the UK Short Selling Regulations 2025 in January 2025, the FCA published a Consultation Paper detailing proposals to support the Treasury’s changes. This includes the disclosure of aggregated positions, reporting of net short positions, applicable exemptions, and the FCA’s intervention powers. This consultation closes on 16 December 2025.

FCA Overhauls Its Knowledge Base to Reflect the New UK Prospectus Rules

On 17 October 2025, the FCA published Primary Market Bulletin 58, which covers important implementation issues and updates to its guidance as a result of the new UK prospectus regime, which comes into force on 19 January 2026.

Consultation on FCA Guidance Notes to Reflect New Prospectus Rules

• New guidance: The FCA has published additional technical note guidance on (i) the takeover exemption, (ii) protected forward-looking statements, (iii) the question of which transferable securities are to be considered as fungible with transferable securities already admitted to trading, and (iv) the content of a prospectus where there is an exempt public offer because the offer is conditional on the admission of the transferable securities to trading on a regulated market.
• Existing guidance: The FCA is consulting on changes to existing technical note guidance covering prospectus disclosure requirements, ESG matters, and exemptions from the requirement to produce a prospectus. In particular, the FCA is proposing to update the existing technical note guidance on prospectus disclosure requirements to incorporate guidelines around working capital which will permit issuers to: (i) provide additional disclosures alongside a clean working capital statement which explains the basis on which the statement has been prepared, and (ii) include “uncommitted” facilities in their working capital calculations in certain circumstances.
• Other procedural/technical notes: The FCA is consulting on other, largely technical, changes to existing procedural and technical notes as well as the deletion of certain guidance due to redundancy under the new regime or where the substantive guidance would be transferred to other remaining technical notes.

The consultation deadline for providing feedback for the new technical notes and the amendments to PN 902 (Listing securities via final terms), TN 602 (exemption from the requirement to produce a prospectus), TN 619 (guidelines on prospectus disclosures requirements), TN 628 (significant change statements), TN 801 (sustainability disclosures), and TN 802 (TCFD disclosure requirements) is 5 December 2025. The deadline for all other technical/procedural notes is 21 November 2025.

Updates to Technical Notes Following PMB 57

• Sponsor services (Principles for sponsors): The FCA has confirmed changes to TN 710, which contains guidance on preparatory work and FCA communications entered into by a sponsor, to reflect the implementation of the UK Listing Rules. The FCA has incorporated minor clarificatory updates to the draft version circulated under PMB 57, following consultation feedback.
• Guidance on the complex financial history and significant financial commitment rules: The FCA has incorporated minor clarificatory updates to the draft version of TN 638 circulated under PMB 57 following consultation feedback.

Implementation of the New Regime

The FCA provides important information on submitting documents to the FCA in the period leading up to the implementation date:

• Prospectuses submitted under the new rules can only be approved on or after 19 January 2026. From 1 December 2025, issuers will be able to submit documents prepared under the new rules for FCA review. The last date for approving documents under the existing regime will be 16 January 2026.
• The new forms and checklists for the new regime are expected to be available on the FCA website on or around 24 November 2025.
• The existing requirements for supplementary prospectuses will continue to apply to prospectuses approved before 19 January 2026 (and which remain valid after 18 January 2026).
• The last date for listing hearings of further issues of securities where the class of securities is already listed on the Official List under the existing UK Listing Rules will be 15 January 2026, with admission on 16 January 2026.

FRC’s Annual Review of Corporate Reporting Highlights Room for Improvement, Particularly for Smaller Listed Companies

On 30 September 2025, the FRC published its Annual Review of Corporate Reporting 2024/25, which sets out the FRC’s view of the current state of UK corporate reporting and highlights areas for improvement.

The FRC found that a smaller proportion of reviews resulted in queries being raised with companies compared to previous years, with overall restatements prompted by reviews falling compared to the previous three years. The number of restatements affecting profit has also decreased.

Impairment continues to be the issue most frequently raised with companies, although no companies were required to restate their accounts for impairment matters. Cash flow statements and inconsistencies between financial statements and other sections of the report and accounts continue to present challenges. The report notes that many common areas of challenge could be identified through sufficiently robust pre-issuance reviews, emphasising this remains a key expectation for companies’ oversight processes.

The FRC notes that there continues to be a quality gap between companies in the FTSE 350 and other companies, with the majority of restatements continuing to arise in companies outside the FTSE 350. The FRC is undertaking a thematic review that focuses specifically on reporting by smaller listed companies (i.e., companies ranked outside the FTSE 350 and those admitted to AIM).

FRC Publishes Guidance to Support Stewardship Code Reporting

On 30 October 2025, the FRC published its guidance to the UK Stewardship Code 2026. This optional guidance provides suggestions for the types of information asset managers/owners and service providers may wish to include in their reporting to help explain their approach to stewardship of UK listed companies.

The UK Stewardship Code 2026 takes effect from 1 January 2026. All existing signatories to the 2020 Code submitting a renewal application in 2026 will remain on the signatory list throughout that transitional year without being subject to an immediate assessment of their reporting by the FRC.