The Financial Conduct Authority (FCA) has published the final version of the new Listing Rules, which have taken effect from 29 July 2024 and replace the existing Listing Rules sourcebook in its entirety. The FCA’s aim is to encourage a wider range of companies to choose to list, raise capital, and grow in the UK, while maintaining high standards of market integrity and consumer protection.
The reforms represent the most significant changes to the UK’s listing regime in over three decades, including merging the premium and standard listing segments of the London Stock Exchange (LSE), to create a single segment for equity shares of commercial companies (i.e. non-investment companies (ESCC).
We have linked our alert on these changes here: UK Listing regime reforms. From a Crown Dependencies perspective of particular interest will be the impact of the new listing rules on closed-ended investment funds.
There are no changes to the annual or interim report disclosure requirements under the listing rules for entities which previously had premium listings, including closed-ended investment funds, which continue to exist under a separate listing category.
While rules for closed-ended investment funds, including REITS and investment trusts, have been aligned with the revised regimes for ESCCs, additional rules have been introduced to account for their distinct features.
- Transactions complying with a closed-ended fund's published investment policy are exempt from significant transaction and reverse takeover rules. However, shareholder approval is required for reverse takeovers not covered within the scope of the fund’s investment policy and a disclosure (announcement) regime to be followed in the event of a significant transaction outside the fund’s investment policy.
- Changes to investment manager fees require a sponsor's "fair and reasonable" opinion and possibly shareholder approval.
In the event that a closed-ended investment fund engages an external Alternative Investment Fund Manager (AIFM) and the AIFM has the same director as that of the closed-ended fund, the new rules do not prevent the director from being independent.
Other regulations
There are also no changes to the Disclosure Guidance and Transparency Rules (DTR) (and therefore no changes to interim report disclosure requirements), and no changes to the listing rules for entities listed on the Alternative Investment Market (AIM) or Specialist Fund Segment (SFS) of the LSE.
If you have any questions, please do not hesitate to contact us using the contacts links below.
