PLC QTRLY - Q3 2025

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.

FCA publishes final rules implementing changes to UK prospectus regime

On 15 July 2025, the FCA published its final rules implementing the new Public Offers and Admission to Trading regime, which will replace the existing UK Prospectus Regulation from 19 January 2026.

The new rules form part of a package of measures to help companies raise capital and boost growth. They will apply to companies seeking to admit securities to a regulated market, such as the Main Market of the London Stock Exchange, or to a primary multilateral trading facility, such as AIM or the AQSE Growth Market.

The final rules implement most of the proposals from the FCA's consultations (see PLC QTRLY Q3 2024), including raising the prospectus exemption threshold for further issuances from 20% to 75%.

Further details of the key changes which the FCA's new rules will make to the existing regulatory framework can be found [here - insert link to new flyer]. 

London Stock Exchange approved as PISCES operator

Following the establishment of the PISCES (Private Intermittent Securities and Capital Exchange System) sandbox in June 2025 (as reported in PLC QTRLY Q2 2025), the FCA approved the London Stock Exchange's operation of a PISCES trading platform, the Private Securities Market, in August 2025.

The Private Securities Market will be operated as a recognised investment exchange, allowing private companies to trade their existing shares in a controlled environment during intermittent trading windows. It is expected to launch later in 2025.

On 26 August 2025, following its approval as a PISCES operator, the London Stock Exchange published Market Notice N09/25, including draft Rules for the Private Securities Market for consultation.

On 15 September 2025, the London Stock Exchange issued revised versions of its Admission and Disclosure Standards and the Rules of the London Stock Exchange, both of which have been amended to reflect the creation of the Private Securities Market. 

FCA publishes findings of multi-firm review of share buybacks

The FCA has published the findings of its multi-firm review of share buybacks in UK listed equities, with a particular focus on the role of banks in conducting buybacks for issuers.

Traditionally, UK issuers have returned capital to investors primarily through dividends, but buybacks have grown in popularity in recent years. For the 2022-2024 period, 42% of the capital returned to FTSE 350 shareholders was via buybacks (up from 20% for the pre-COVID period of 2017-2019).

Of the 165 share buybacks reviewed by the FCA, 101 were vanilla buybacks (where the bank buys shares on a best-efforts basis and receives a commission-based fee) and 64 were structured buybacks (where the bank may provide a guarantee and receives a variable fee).

The FCA did not find material concerns about the outcomes banks delivered when structuring, marketing and executing share buybacks and, in particular, did not find unmanaged conflicts in the way that structured buyback products were executed.

Structured buybacks exhibited a wider range of fees than vanilla buybacks, with 30% of structured buybacks involving negative fees (where the issuer received a rebate from the bank). However, the average fee issuers paid was not significantly different across both types of buybacks.

Issuers typically engage with several banks when considering a structured buyback, often including formal processes to compare banks' proposals.

Undertaking buybacks in a way that falls within the UK Market Abuse Regulation (UK MAR) safe harbour is optional for issuers and banks executing them and UK MAR makes clear that a buyback undertaken outside of the safe harbour would not of itself be deemed market abuse. However, the FCA review nevertheless found that most banks and issuers undertake buybacks in a way which does fall within the safe harbour (for example by making the necessary disclosures to the public, reporting to the regulator and observing limits on price and volume).

FCA proposes changes to share buyback notification requirements

On 10 September 2025, the FCA published its Quarterly Consultation Paper No. 49.

The paper includes a proposal to amend the UK Listing Rules on post-trade share buyback notifications.

UKLR 9.6.6R currently requires any purchase of a listed company's own equity shares by or on behalf of the company to be notified to an RIS as soon as possible, and in any event, by no later than 7.30am on the business day following the calendar day on which the purchase occurred.

Following receipt of feedback that this current deadline is onerous for issuers, the FCA proposes extending the deadline for notification to the end of the seventh daily market session following the date of execution of the purchase. The revised deadline would align with the requirements for the buyback programme exemption under UK MAR, as set out in article 2(3) of the UK Buy-back and Stabilisation Regulation, and would allow weekly rather than daily market notifications.

Market sounding practices reviewed in Market Watch 83

On 8 September 2025, the FCA released Market Watch 83.

The newsletter comments on various practices around market soundings which may lead to a heightened risk of market abuse. 

In particular, the FCA noted that it had seen examples of:

• Disclosing Market Participants (DMPs) extending their market soundings to a relatively large number of market sounding recipients (MSRs) without a process for considering the appropriateness of the number of MSRs contacted. The FCA encourages firms to consider whether their policies and procedures help effectively manage the number of MSRs to control the flow of inside information and recommends a simple governance process where a senior employee or relevant committee approves the initial proposed list of MSRs and any additions to it.
• DMPs sharing information with individuals at an MSR via email, after receiving consent from a gatekeeper at the MSR to undertake a market sounding, and the list of recipients on the email chain expanding without obvious control over who was added and whether they had been wall crossed by the gatekeeper. The FCA notes that both DMPs and MSRs should consider and address the risk of unlawfully disclosing inside information by sharing market sounding information with individuals at the MSR that the gatekeeper has not wall crossed.
• Varying practices for identifying and agreeing the deal-specific information to share with an MSR. The FCA notes that firms’ policies and procedures should make sure the same level of information is shared with every MSR and that best practice involves the DMP using an approved script for all market soundings to help minimise differences in information shared in soundings.
• A broker (Broker A) appointed by an issuer to undertake market soundings for a potential transaction asking another broker (Broker B) to market sound its own investor contacts, sometimes without the issuer's knowledge. Where Broker B is acting without the issuer's knowledge, it will not benefit from the safe harbour provided by UK MAR Article 11(4) from the unlawful disclosure of inside information offence under UK MAR Article 10(1). Broker B will therefore need to consider whether its disclosures are lawful under UK MAR Article 10(1). Firms should make sure they have clear policies and procedures in place to ensure compliance with UK MAR whether acting as Broker A or Broker B.

The FCA also noted that it had seen a number of examples of breaches of Personal Account Dealing policies by individuals within firms and highlighted the need for firms to implement adequate arrangements to manage the risk of such breaches, including by setting the right tone from the top to embed a culture of compliance.

FCA highlights use of data and technology to monitor regulatory compliance

On 17 July 2025, the FCA issued Primary Market Bulletin 56, which highlights its use of transaction and position data from market participants and investment in technology to monitor compliance with reporting obligations under UK MAR.

This monitoring work triggered the FCA's enforcement investigation into Mr András Sebők, who was a  Person Discharging Managerial Responsibilities (PDMR) at Wizz Air Holdings plc and therefore subject to notification requirements under Article 19 of UK MAR. Between April 2019 and November 2020, Mr Sebők made 115 transactions in Wizz Air shares, including trades during closed periods, without notifying the issuer or the FCA. The trades were eventually disclosed to the market following the FCA's 2021 intervention and, in 2024, Mr Sebők was fined £123,500 for breaches of Article 19 of UK MAR.

The use of alerts also triggers regular enquiries into transactions by directors and other PDMRs. For example, in early 2024, Bytes Technology Group plc announced the resignation of its CEO, Mr Murphy, after being prompted by the FCA's request for information about transaction notification requirements.

The FCA notes that it will continue to strengthen its detection capabilities and follow up with firms and individuals as needed, and reminds directors, other PDMRs, major shareholders and holders of net short positions in listed and quoted issuers of the importance of meeting their reporting obligations under the relevant rules.

Digitisation Taskforce: final report and government response

On 15 July 2025, the Digitisation Taskforce, chaired by Sir Douglas Flint, published its final report setting out its recommended plan to achieve the full digitisation of shareholdings and an ultimate move to a fully intermediated system of shareholding for companies whose securities are traded publicly.

The Taskforce recommends implementation of its plan in three steps, as follows:

• Step 1: removal of paper shares and establishment of digitised registers, with a single implementation for this move before the end of 2027
• Step 2: preparing for a fully intermediated system
• Step 3: all shares transition into the intermediated securities chain

The government has published a response to the report, accepting all its recommendations and stating that it intends to

• Legislate to end the issuance of paper shares and require companies to replace paper share registers with digitised share registers. The government aims to deliver this by the end of 2027 at the latest, with a precise date to be determined by the recommended Technical Group.
• Amend relevant legislation so that shares in UK companies can be held on overseas branch registers in uncertificated form. The government aims to deliver this by Q2 2027 at the latest, so that UK firms listed in Hong Kong can participate in the dematerialisation of shares on the Hong Kong Stock Exchange.
• Take forward the recommendations made to the government which need to be delivered through legislation as part of Step 2, including improvements to facilitate the ability for beneficial owners of shares to exercise their rights effectively and efficiently through intermediaries. The government aims to deliver these over the course of this Parliament.
• Appoint an industry Chair to establish and lead the recommended Technical Group. The government will publish terms of reference detailing the setup and objectives of the group and a timeline for it to report back to the government with its implementation plan.

FRC publishes annual review of corporate reporting 2024/25

On 30 September 2025, the FRC published its Annual Review of Corporate Reporting 2024/25, setting out its findings from its monitoring of UK companies' annual reports alongside its expectations for the upcoming reporting season.

Key findings included:

• The quality of corporate reporting by FTSE 350 companies was maintained during the year.
• A lower proportion of the FRC's reviews during the year resulted in substantive enquiry letters and restatements (both within and outside the FTSE 350). However, there remains a quality gap between companies in the FTSE 350 and other companies and the FRC is undertaking a thematic review to look further into reporting by UK smaller listed companies.
• The FRC's frequently raised issues remain consistent with recent years, with key areas for improvement being impairment, cash flow statements and explanations of key assumptions.
• Lack of internal consistency within the annual report and accounts continues to be a significant driver of queries.

With a stable set of reporting requirements and similar recurring themes in the matters raised with companies, the FRC's expectations for the coming reporting season remain consistent with those highlighted in recent years (for example, as reported last year in PLC QTRLY Q3 2024).

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.