Overview and timeline
UK listing and capital raising portal: A revised regime for UK equity capital markets
The publication of the Hill Review in March 2021 commenced a range of changes and proposed changes to the UK’s listing, prospectus and secondary capital raising regimes.
Recommendations made in the Hill Review covered a range of key areas including: making dual-class share structures eligible for premium listing; changes to free float requirements, such as reducing the minimum free float; a fundamental review of the UK prospectus regime; making changes to facilitate the provision of forward-looking information to investors; and giving consideration to a more efficient process for existing listed issuers to raise capital and facilitate the involvement of retail investors. Our briefing on the publication of the Hill Review can be accessed here: Hill review: A mountain of changes to the UK listing regime?
The timeline below sets out the key steps that have been taken so far by regulators and the Government to take forward the recommendations proposed. Further detail on each of these areas can be accessed on the prospectus regime, listing regime and secondary capital raising regime pages of this portal.
| July 2021 |
Listing Regime FCA CP21/21: Consultation published on specific LR changes regarding (among other things) free float and dual-class share structures and commencing a broader discussion in relation to wider potential changes to the listing regime FCA PS21/10: Policy statement published setting out final LR changes relating to SPACs |
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Prospectus Regime HMT consultation: Consultation published in relation to fundamental review of the UK prospectus regime |
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| August 2021 |
Listing Regime FCA: LR changes relating to SPACs (as set out in PS21/10) come into force |
| October 2021 |
Secondary Capital Raising Regime UK SCRR Call for Evidence: Call for evidence published by UK Secondary Capital Raising Review seeking views on how further capital raising processes could be reformed/made more efficient |
| December 2021 |
Listing Regime FCA PS21/22: Policy statement published setting out final LR changes relating to free float, dual-class structures and other matters consulted on in CP21/21 and relevant LR changes come into force |
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Prospectus Regime Summary of responses: Summary of responses to the consultation on reform of the UK prospectus regime published by HMT |
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| March 2022 |
Prospectus Regime Consultation outcome: Outcome of consultation published by HMT setting out the policy approach the Government will take to reform of the UK prospectus regime |
| May 2022 |
Listing Regime FCA DP22/2: Discussion paper published regarding purpose and structure of the listing regime |
| July 2022 |
Secondary Capital Raising Regime UK SCRR Report: Report published setting out the recommendations of the UK Secondary Capital Raising Review HMT Digitisation taskforce: Launch of digitisation taskforce to drive forward modernisation of the UK’s shareholding framework (as recommended in the UK SCRR Report) |
| November 2022 |
Secondary capital raising regime PEG: Publication of an updated Statement of Principles and template resolutions |
| December 2022 |
Prospectus Regime Edinburgh Reforms: Publication of illustrative draft statutory instrument and policy note in relation to reform of the UK’s regime for public offers and admission to trading as part of the “Edinburgh Reforms” |
| May 2023 |
Listing Regime |
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Prospectus regime FCA website: "New regime for public offers and admissions to trading" page published on the FCA’s website in relation to its work/engagement in relation to the new UK prospectus regime, including a calendar of events and publications. FCA EP1 - 4: Engagement papers published setting out the FCA’s initial thinking on how (under the new prospectus regime) it might write rules in the following areas: admission to trading on a regulated market, further issuances of equity on regulated markets, protected forward-looking statements and non-equity securities |
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| July 2023 |
Prospectus Regime HMT: Publication of near-final Public Offers and Admissions to Trading Regulations 2023 and associated policy note |
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Secondary capital raising regime Digitisation Taskforce: Publication of interim report setting out a number of potential recommendations |
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| November 2023 |
Prospectus Regime HMT: Publication of final draft Public Offers and Admissions to Trading Regulations 2023 and associated explanatory memorandum. |
| December 2023 |
Prospectus Regime FCA: Publication of Engagement feedback on the new public offers and admissions to trading regime. |
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Listing regime FCA CP22/31: Consultation setting out feedback to CP23/10 (published in May 2023) together with detailed proposals for listing rules reforms and draft rules for the new “equity shares in commercial companies” (ESCC) listing category |
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| January 2024
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Prospectus regime Parliament: Public Offers and Admissions to Trading Regulations 2024 and Explanatory Memorandum made |
| March 2024
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Listing regime FCA: Publication of updated draft UK Listing Rules instrument (containing tranche two of the new UK Listing Rules alongside the original tranche one drafting appended to CP23/31) and a separate draft instrument setting out proposed consequential changes to other FCA Handbook sources, including the DTRs FTSE Russell: Publication of notice and summary and FAQs to provide insight into provisional changes to the FTSE UK Index Series Ground Rules consequent to the ongoing review of the UK listing regime by the FCA |
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