PLC QTRLY - Q1 2026

This is our regular quarterly update to help our listed company clients and other market participants keep up to date with key developments relevant to issuers on the Main Market and AIM market of the London Stock Exchange.

Prospectus regime: new rules take effect and related changes to FCA guidance and AIM Rules

The Public Offers and Admission to Trading regime came into effect on 19 January 2026, replacing the EU-derived UK Prospectus Regulation (see PLC QTRLY Q3 2025 and details of the key changes in our summary here).

Alongside the new prospectus regime, the FCA has updated a number of the procedural, technical, and guidance notes in its online Knowledge Base, including:

• guidance on the FCA's approach to protected forward-looking statements in prospectuses; and
• clarification that the three-day rule for prospectus publication does not apply to institutional-only IPOs.

The FCA reported that, whilst there was broad support for its proposals to allow issuers to rely on uncommitted facilities as part of providing a clean working capital statement, concerns were raised that the FCA's draft guidance could lead to inconsistencies between working capital and going concern disclosures. As a result, the FCA is not making these changes to its working capital guidance at this time but will engage in further consultation with market participants on this topic during 2026.

For further details, please see the FCA's Primary Market Bulletin 61.

The London Stock Exchange (LSE) has published amendments to the AIM Rules for Companies to implement the new prospectus regime. The rule changes confirm that:

• AIM companies must comply with the Public Offers and Admission to Trading Regulations 2024, the FCA's Prospectus Rules: Admission to Trading on a Regulated Market sourcebook and the FCA's Market Conduct sourcebook;
• an admission document will not be required for further issues of securities by an AIM company, except where it is undertaking a reverse takeover; and
• the LSE will consider adopting a more flexible approach to reverse takeover classifications under AIM Rule 14 pending more substantive changes to the AIM Rules expected later in 2026.

Changes to the UK Listing Rules to allow for weekly notification of share buybacks

The FCA has amended the UK Listing Rules (UKLR) to allow listed companies additional time to notify the market of share buybacks.

The UKLR previously required share buybacks by listed companies to be notified to an RIS as soon as possible and, in any event, by no later than 7:30am on the next business day.

Following amendments to UKLR 9.6.6R which took effect on 27 February 2026, listed companies will now need to publish a notification of any share buyback by no later than the end of the seventh daily market session following the date of execution of the buyback. This revised deadline aligns with the requirements for the buyback programme exemption under UK MAR. In practice, many listed companies are making use of the extended timelines to make weekly rather than daily market notifications of share buybacks.

Updated Takeover Code and notes to advisers

The Takeover Panel has published an updated version of the Takeover Code following changes on 4 February 2026 in relation to dual class share structures, IPOs and share buybacks, together with a new note to advisers in relation to initial public offerings or admissions to trading and a revised note to advisers in relation to Rule 9 waivers, which includes a checklist for Rule 9 waiver circulars.

The Takeover Panel has also published a beta test version of the Disclosure Table, which includes the legal entity identifier information required to be announced by offeree companies and, where relevant, offerors and publicly identified potential offerors, under Rule 2.9 of the Takeover Code.

FCA enforcement actions

FCA fines former CEO and former finance directors of Carillion plc for misleading statements

The FCA has issued a final notice to Carillion plc (Carillion), as well as fining its former CEO and two former finance directors, in relation to breaches of the UKLR and the Market Abuse Regulation.

The breaches related to three RNS announcements published by Carillion between December 2016 and May 2017 which were found to have made misleading statements about the financial performance of the company and its UK construction business and did not accurately or fully disclose the company's true financial position.

The former CEO was fined £237,700 for being "knowingly concerned" in the breaches, the FCA having determined that the former CEO was aware of serious financial troubles in Carillion's UK construction business, which he failed to reflect in company announcements or to notify to its board and audit committee, resulting in a lack of proper oversight. The FCA also imposed fines, of £232,800 and £138,900 respectively, on two former finance directors for their part in misleading statements issued by Carillion.

Carillion received a public censure rather than a financial penalty as the company was insolvent and in liquidation. Were it not for Carillion's financial circumstances, the FCA said it would have imposed a financial penalty of £37,910,000 on the company for the breaches.

Full details are set out in the FCA final notices to Carillion plc (in liquidation), its former CEO and the two former finance directors.

FCA fines John Wood Group plc for publishing inaccurate information

The FCA has fined John Wood Group plc (John Wood Group) £12,993,700 for publishing inaccurate information in its financial results for 2022, 2023 and H1 2024.

The FCA found that John Wood Group's poor accounting practices and judgements, and a lack of transparency with its auditors, resulted in misstatements in the company's financial results which breached UKLR 1.3.3R (which requires that misleading information must not be published) and Listing Principle 1 (a listed company must take reasonable steps to establish and maintain adequate procedures, systems and controls to enable it to comply with its obligations).

Full details are set out in the FCA's final notice published on 3 March 2026.

The Carillion and the John Wood Group enforcement actions demonstrate that the FCA takes disclosure breaches seriously and highlight the importance of listed companies maintaining adequate procedures, systems and controls to enable compliance with their obligations.

Updates on UK sustainability reporting framework

FCA proposes amendments to UKLR to reflect new UK Sustainability Reporting Standards

The FCA is proposing to replace the UKLR relating to the Task Force on Climate-related Financial Disclosures (TCFD) with new and wider sustainability reporting requirements which are intended to implement the recently published UK Sustainability Reporting Standards (UK SRS) (see PLC QTRLY Q2 2025).

The UK SRS implement (with minor amendments) the International Sustainability Standards Board IFRS Sustainability Disclosure Standards S1 and S2. The UK SRS consist of:

• UK SRS S1 on general sustainability disclosure requirements; and
• UK SRS S2 on climate-related disclosures.

New general sustainability disclosure requirements

For UK SRS S1, the FCA recognises that these wider sustainability reporting requirements will be new to many listed companies and may present challenges. It is therefore proposing that non-climate related sustainability disclosures under UK SRS S1 can be made on a "comply or explain" basis once they come into effect for accounting periods beginning on or after 1 January 2029.

Climate-related disclosures

The UKLR currently require listed companies to disclose in their annual reports on a "comply or explain" basis whether they have made climate-related disclosures consistent with the TCFD recommendations. The proposed UKLR changes will introduce mandatory reporting on climate related matters in line with UK SRS 2 for accounting periods beginning on or after 1 January 2027. However, the FCA will not require mandatory reporting on Scope 3 emissions data – the new rules will instead include a "comply or explain" basis for Scope 3 disclosures for accounting periods beginning on or after 1 January 2028.

The FCA is not proposing at this stage to require listed companies to prepare climate-related transition plans. Instead, the new rules will require listed companies to disclose in their annual report whether they have published a transition plan. If companies do not have a published transition plan, they will need to disclose why not.

The FCA is also proposing to require listed companies to disclose whether they have obtained third-party assurance on sustainability disclosures.

Government to develop voluntary oversight regime for sustainability assurance

Following its June 2025 consultation on oversight of sustainability assurance providers (see PLC QTRLY Q2 2025), the UK government has announced that it will move forward with plans to establish a voluntary oversight regime for sustainability assurance in the UK.

The regime primarily intends to serve practitioners who undertake sustainability assurance engagements for large entities reporting against TCFD recommendations, the UK SRS or similar reporting requirements in other jurisdictions, such as the European Sustainability Reporting Standards.

The government intends to legislate to put the FRC on a statutory footing when Parliamentary time allows, including establishing the sustainability assurance oversight regime as one of the FRC's legislative functions. In the meantime, the government has tasked the FRC with establishing an interim, non-legislative regime for sustainability assurance oversight by mid-2026.

If you would like to discuss any of these issues or any other public company matters, please contact: Connor Cahalane, James Channo or Karen Hendy.