Recent Developments for UK PLCs — September 2026

FCA Cracks Down on Marketing Language in Regulatory Announcements

On 28 August 2026, the FCA published Primary Market Bulletin 65, which, amongst other topics, identified a growing trend of issuers using regulatory announcements as a vehicle for marketing rather than genuine regulated information. In its review, the FCA flagged announcements containing content that resembles promotional material rather than the regulated disclosures for which RIS announcements are intended. Examples include issuers:

• Releasing unnecessarily frequent minor progress updates on previously announced commercial agreements
• Providing repeated commentary on favourable macroeconomic or political conditions already in the public domain
• Using broad, publicly available sector-wide commentary to support issuer-specific projects without explaining the direct material implications

Key takeaways for listed companies:

• Regulatory announcements are meant to contain regulated information. Although context and relevant analysis may be necessary, companies must take reasonable care to ensure announcements are accurate and complete. Where content strays too far from regulated information, the FCA will consider whether it has become misleading for the purposes of the UK Listing Rules or UK MAR. UK MAR in particular expressly prohibits combining the disclosure of inside information with the marketing of a company’s activities.
• Listed companies wishing to release marketing material should use non-regulatory newswire services, their own websites, social media channels, or media newswire services.
• Companies need to take these FCA concerns seriously, as the FCA considers that the adequate systems and controls requirements under the UK Listing Rules extend to the creation and dissemination of compliant regulatory announcements.

Warnings Over Inconsistent Practices on Delayed Disclosure of Inside Information

The FCA has continued its ongoing programme of reviewing delayed disclosure of inside information (DDII) notifications under Article 17(4) of UK MAR, building on its thematic work from November 2020 and the findings reported in PMB 59 (covered in our November 2025 bulletin).

The FCA’s latest review, as discussed in PMB 65, did not identify any widespread failings in the use of the delay mechanism. However, it observed inconsistent practices in the identification and handling of inside information.

Key takeaways:

• Blanket classification: Some issuers automatically treated financial reporting information as inside information until its scheduled publication date. The FCA expects issuers to assess, on an ongoing and case-by-case basis, whether information meets the inside information criteria. The FCA noted that, in one case, an issuer assumed that the creation of a closed period itself indicated inside information existed, without analysis.
• Assessing whether information is still inside information: Where a delay has been initiated, issuers should actively reassess whether the conditions for delay continue to be met, including whether the information remains precise and price-sensitive.
• Automation risks: Smaller issuers relying on third-party advisers or outsourced secretariat functions must maintain sufficient internal understanding of their UK MAR obligations to exercise informed judgement. The FCA flagged that RegTech tools and outsourced company secretariat systems sometimes triggered consequential steps (e.g., insider lists, DDII filings) automatically, without meaningful opportunity for reassessment.
• Larger issuers with no DDII filings: The FCA followed up with certain larger Main Market issuers that had not submitted DDII notifications over an extended period. However, enquiries confirmed this was due to fewer events meeting the inside information threshold in the context of larger companies and mature disclosure governance.

Given that the FCA has indicated that some issuers identify too much information as inside information, listed companies are reminded to actively assess whether the information is, and remains, precise (meaning, broadly, a realistic prospect of the event happening) and price-sensitive. Issuers should not consider that information to be included in periodic financial reports will always, or never, constitute inside information (Primary Market/TN/506.3).

FCA Implements Changes to IPO Research Rules

On 5 August 2026, the FCA published Policy Statement PS26/16, implementing its proposals to amend the rules on information flows during UK equity initial public offerings, as proposed in Consultation Paper CP26/14 (see our May 2026 bulletin). The new rules came into force immediately on publication.

Having received broad support from respondents to the consultation, the FCA has removed the seven-day delay between the publication of an approved registration document or prospectus and the publication of connected research. Syndicate banks are also no longer required to share the same information with unconnected analysts as they provide to their own connected research analysts. Firms and issuers will still have the option to engage with unconnected analysts during the IPO process, but this will no longer be mandated, and any conditions should be negotiated on a commercial basis.

In addition to the rule changes now in force, the FCA summarised feedback on two further topics it had raised as discussion questions in CP26/14:

• Primacy of the approved registration document/prospectus: The FCA asked whether the requirement for an approved registration document or prospectus to be published before any connected research remains beneficial. Most respondents argued that it was not and should be removed, noting significant additional costs (particularly burdensome for smaller deals) without corresponding market benefits.
• Pre-mandate analyst/issuer interactions: The FCA asked whether the COBS 12 guidance restricting analyst interactions with issuers prior to mandate appointment remains useful. Most respondents challenged this prohibition, arguing that research analysts are an important part of an IPO and that issuers often select firms based on their analysts’ sector expertise. Several argued that the restriction puts the UK at a competitive disadvantage internationally.

The FCA has indicated that it will consider this feedback as part of future policy work and welcomes further engagement on these topics. Companies considering a UK IPO and their advisers should monitor developments in this area.

Major Reforms to Reinvigorate AIM Take Effect

On 5 August 2026, the London Stock Exchange (LSE) published AIM Notice 64, confirming changes to the AIM Rules for Companies and the AIM Disciplinary Procedures and Appeals Handbook. Responses to the June consultation (see our July 2026 bulletin) were overwhelmingly supportive of the proposed rule changes and, as a result, the LSE has implemented all the proposed changes with some minor amendments.

AIM Notice 64 contains clarifications on specific subjects requested by respondents, including that: the meaning of a “reasonable opinion” of a director in the context of the working capital statement is an objective test; documents incorporated by reference must remain available for so long as the admission document is required to be available; and the Capital Access Window will be assessed on a case-by-case basis with no fixed minimum or maximum period prescribed.

Material amendments to the rules as originally proposed in the June consultation include:

• M&A and reverse takeovers: In response to respondent comments, the LSE has amended AIM Rule 14 so that reference to a breach of the class tests is moved to the guidance (rather than the rule itself) to support a consideration of whether a transaction represents a fundamental change of business (and thereby constitutes a reverse takeover). The LSE considers that it would be rare for an acquisition to constitute a fundamental change where the class tests do not exceed 100%.

The gross capital test continues to apply to acquisitions but is not required for disposals.

• Related party transactions: References to persons discharging managerial responsibilities (PDMRs) have been deleted from the definition of “related party”, recognising respondents’ comments that this potentially led to a very wide definition and one that was wider than under the UK Listing Rules.

The rules now contain guidance on whether director remuneration would be considered non-standard for the purposes of the AIM Rule 13 related party rules.

• Corporate governance: The LSE has clarified that an AIM company’s disclosure obligation is focused on how director remuneration and incentives are generally structured, and not on the specific terms.
• Express Market admission route: Technical changes have been made to address consistency with the FCA rules. Broadly, this is a fast-track admission process for companies already admitted to trading on qualifying markets. Where an express applicant is admitted to an Express Market that does not fall within the definition of “specified markets” in the FCA Handbook Glossary (or where the securities to be admitted are not of the same class as those already trading on the Express Market), the applicant will be required to submit a simplified AIM admission document. Separately, the required length of admission to an Express Market (for the purposes of eligibility for the express route) has been reduced from four to three years.

Sponsors Rethink Expert Reporting for Main Market Admissions

The FCA has published its observations in PMB 65 on the evolving market practice around specialist due diligence for new admissions to the equity shares (commercial companies) (ESCC) category, covering both AIM-to-ESCC step-ups and IPOs. The findings are based on its recent review of how sponsors are using expert reports — particularly long form financial due diligence, working capital, and financial position and prospects procedures (FPPP) reports — since the UK Listing Rules reforms took effect in July 2024.

Key highlights:

• Long-form reports have seen the most evident change. In most of the transactions reviewed, sponsors did not commission a traditional long-form report. Alternative approaches included extended working capital reports, tailored databooks, or reliance on existing publicly available financial information.
• FPPP and working capital reports remain broadly prevalent, though emerging flexibility is visible. Some sponsors relied on company-prepared board memoranda (with appropriate sponsor interrogation and, in some cases, third-party support) rather than full external reporting accountant opinions.
• The FCA is encouraged by the exercise of judgement. Where alternative approaches were taken, sponsors could clearly articulate why the approach was appropriate, how it addressed transaction-specific risks, and how it contributed to overall sponsor comfort.
• In all cases, sponsors’ decisions on expert reporting were clearly documented (for example, through sponsor committee minutes), enabling the FCA to understand and trust the rationale.
• Sponsors are reminded of the FCA’s expectation (FCA Technical Note 722) to take an active role in determining the nature and extent of expert reporting specific to each transaction, rather than relying on “off the shelf” approaches.

LSE Proposals to Launch UK Tokenised Equity Structures

On 1 September 2026, the LSE announced plans to launch UK tokenised equity structures and a partnership with Payward, a digital financial infrastructure platform, to explore how regulated market infrastructure and digital-native distribution can support the development of tokenised public equity markets. The LSE is assessing a tokenised equity structure designed to broaden access to capital markets whilst preserving shareholder rights, protections, and governance standards.

The initiative forms part of the London Stock Exchange Group’s broader programme to modernise market infrastructure through digital initiatives, including LSE 24 (its recently announced 24-hour trading venue). Subject to regulatory approval, the LSE intends to list xStocks (1:1 backed tokenised representations of publicly traded shares) and commence trading them on LSE 24 in 2027.

Listed companies may wish to monitor how these tokenised equity structures develop, including any regulatory approvals required for the listing of xStocks. The initiative signals a further step in the LSE's efforts to integrate blockchain technology into the UK’s regulated market ecosystem and may, in time, create new routes to market for issuers and broader access for investors.

FCA Strengthens Transparency and Access to Market Data to Drive Liquidity

On 31 July 2026, the FCA published three linked initiatives aimed at improving transparency and access to market data in UK equity markets. The centrepiece is a policy statement on the framework for the UK Equity Consolidated Tape (CT) (CP26/31), which will bring together trading information from across the market into a single source. The FCA expects the CT to be delivered within 18 months.

Alongside the CT framework, the FCA launched an interim Market Activity Reporter for Shares (MARS), which publishes end-of-day data on total trading activity in UK-listed shares, and a consultation paper on supporting equity market transparency and market structure developments (CP26/30). CP26/30 proposes targeted changes to improve access to information, support effective price formation and resilient markets, and enhance the quality and usability of transparency data, including for the future CT.

The FCA expects the CT to deliver benefits for listed companies over the medium to long term, including increased liquidity and a lower cost of equity. Until the CT becomes operational, MARS provides an interim source of market-level trading information that can support investors and companies to better understand the depth and liquidity of UK equity markets.

LSE Announces Launch of 24-Hour Trading Venue

On 21 July 2026, the LSE announced plans to launch London Stock Exchange 24 (LSE 24), a new 24/5 trading venue designed to support near-continuous trading from Monday to Friday. The venue will be built on LSEG’s existing financial market infrastructure and will operate separately from the Main Market, which will continue its current trading hours. Exchange Traded Products (ETPs) will launch as the first asset class in H1 2027 (subject to regulatory approval), with the venue intending to expand into equities as the next step.

Listed companies should monitor developments around LSE 24, particularly as the venue expands beyond ETPs into equities, creating further opportunities for issuers seeking broader and more globally connected investor participation in their securities.