FCA Confirms Timeline for Listing and Prospectus Rules Changes

Previously, we commented on the upcoming proposed changes to the Listing Rules and the Prospectus Rules. Subject to further consultation by the FCA, the proposals represent a significant relaxation of both sets of rules, with the aim of making London’s capital markets more attractive to international companies.

On 29 November, the FCA published its biannual guidance on forthcoming legislative changes. This guidance confirms that:

• further consultation on the details of the new Listing Rules regime will commence in December this year, with the FCA aiming to publish the final rules by late H1 2024; and
• following publication of the six engagement papers setting out the FCA’s initial approach to the new Prospectus Rules regime, further consultation will commence in summer 2024. There is no guidance on when the FCA is aiming to finalise these rules, but we would anticipate it being by the end of 2024.

In addition, the proposed 'intermittent trading venue', which is intended as a facility for private companies to trade their shares and access capital, should be operational prior to the end of 2024.

Details of the FCA’s proposed timetable can be viewed in its November 2023 Regulatory Grid.

Companies that are listed, or considering a listing, and their advisers, should start to familiarise themselves with the proposals as the rule changes (and any transitional provisions) become clearer. In particular, the imminent changes to the Listing Rules, which should be in place by the end of June 2024, are going to affect all existing Standard and Premium Segment listed companies; and companies who are proposing a Main Market listing in H1 2024 will need to understand how the changes may affect them and their listing process. Bird & Bird’s London equity capital markets team can provide further, more detailed advice.