PLC QTRLY - Q3 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.

RPC shortlisted for Public M&A Team of the Year at the 2026 British Legal Awards

RPC is delighted to have been recognised at these prestigious awards, hosted by leading legal publisher Law.com. Our shortlisting for Public M&A Team of the Year follows a busy year for the team and reflects the strength and depth of our Public Companies practice.

As this is the final edition of PLC Quarterly to be published this year, we would also like to take this opportunity to thank our clients and contacts for their continued support.

UK government consults on modernising corporate reporting

On 7 September 2026, the Department for Business, Innovation, Science and Trade released a 12-week consultation on modernising corporate reporting, described as a "once-in-a-generation" opportunity to reset the UK's corporate reporting framework. The consultation contains proposals to focus annual report and accounts requirements on the needs of creditors and investors and to ensure that they deliver decision-useful, financially material information.

This consultation forms part of the UK government's broader push to cut regulation and promote economic growth and follows the government's October 2025 announcement that it plans to legislate to remove the requirements for all companies to produce a directors' report and for certain medium-sized private companies and wholly owned subsidiaries to produce a strategic report.

If implemented, the proposed changes would be some of the most significant changes to corporate reporting requirements that the UK has seen in the past 20 years, greatly simplifying the process of corporate reporting for companies of all sizes and types (see details of the key proposed changes in our separate article here).

The consultation remains open until 30 November 2026.

Digitisation of shareholdings: UK implementation plan published

The Dematerialisation Action Taskforce (DEMAT) has published its UK implementation plan for the withdrawal of paper share certificates, setting out a roadmap for the digitisation of UK‑traded shares in UK‑incorporated companies in accordance with the following three-step process:

• Step 1: withdrawing paper share certificates as evidence of title and establishing digitised registers
• Step 2: making improvements to the intermediated system through which most shares are already held through third-party nominees and brokers
• Step 3: moving shares onto the improved intermediated model and completing the transition to a fully digital model of share ownership

The plan sets out the key measures to be implemented under Step 1, including modernisation of share transfer requirements and developing operational standards for digital registers, with implementation targeted for late 2027. DEMAT plans to publish a further report on Steps 2 and 3 next year.

The government has published a response to the plan, accepting all its recommendations and stating that it will legislate by the end of 2027 to give effect to Step 1, mandating that all publicly traded UK companies must keep digital share registers and that paper shares in those companies will no longer be evidence of ownership.

New securities transfer tax to replace stamp duty and SDRT on transfer of shares

The government has published draft legislation to introduce a single new securities transfer tax which will replace both stamp duty and stamp duty reserve tax (SDRT) on transfers of shares and certain other securities, together with a related policy paper.

The reform is designed to modernise and simplify the framework for stamp taxes on shares by replacing two interdependent taxes with a single, clear, self-assessed tax which will be digitally administered and paid, removing the need for paper-based reporting and payment processes.  

The new securities transfer tax is expected to be introduced in 2027.

FCA publishes final rules on disclosures against UK Sustainability Reporting Standards

On 30 September 2026, the FCA published a policy statement setting out its final rules requiring listed companies to report against the UK Sustainability Reporting Standards (UK SRS) on a comply or explain basis.

The new rules will apply in relation to accounting periods beginning on or after 1 January 2027, with first reporting in 2028, and will replace the existing climate reporting rules based on the Task Force on Climate-related Financial Disclosures recommendations. Companies will be able to use one year of transitional reliefs for Scope 3 emissions disclosures and two years of transitional reliefs for wider sustainability disclosures under UK SRS S1.

The final rules provide for reporting across all categories of disclosures against UK SRS S1 and S2 to be on a comply or explain basis. This marks a change from the FCA's previous consultation on reporting against the UK SRS (see PLC QTRLY Q1 2026), which proposed requiring in-scope listed companies to report against UK SRS S2 on a mandatory basis (except in relation to Scope 3 emissions data).

In line with the proposals set out in the FCA's consultation, the new rules will not require listed companies to prepare climate-related transition plans but will require them to disclose in their annual report whether they have published a transition plan and, if not, why not. Listed companies will also be required to disclose whether they have obtained third-party assurance on sustainability disclosures, but third-party assurance will not be mandated.

The FCA is hosting a webinar on 19 October 2026 to explain the updated sustainability disclosure requirements for listed companies and is consulting in Primary Market Bulletin 66 on proposed guidance to assist listed companies with compliance with the new rules.

FCA Primary Market Bulletins

Primary Market Bulletin 64

Review of total voting rights

On 6 July 2026, the FCA published Primary Market Bulletin 64, which sets out the findings from its review of total voting rights (TVR) disclosures. The FCA found that a minority of disclosures reviewed contained neither a subsection for TVR nor any direct mention of the total number of voting rights and noted that these omissions may result in these disclosures failing to satisfy the requirements of the Disclosure and Transparency Rules.

Issuers are reminded to confirm TVR figures clearly, to use the correct headline classification of 'Total Voting Rights' where possible and to use explicit language referring to 'total voting rights' when the information is included within broader disclosures.

Risk disclosures for significant transactions under the UK Listing Rules

Primary Market Bulletin 64 also sets out the FCA's observations on notifications made by issuers under the new UKLR 7 significant transactions regime. The FCA noted that explanations of risks in some significant transaction notifications were too generic and that risk disclosures should clearly articulate the specific risks to the company as a result of the transaction. The FCA also noted some instances where the required board statement on best interests did not track the required wording that 'the transaction is, in the board's opinion, in the best interests of security holders as a whole' and reminded issuers that this exact wording must be included.

Primary Market Bulletin 65

On 28 August 2026, the FCA published Primary Market Bulletin 65, which includes warnings against regulatory announcements being used as marketing materials (see our separate article here for further details).

Primary Market Bulletin 66

On 30 September 2026, the FCA published Primary Market Bulletin 66, which includes advice on disclosing inside information relating to cyber incidents. The FCA states that:

• An issuer should determine when it first becomes aware of a cyber incident whether the information they have about the incident constitutes inside information, considering the scale and nature of the incident (including any compromise of sensitive data), reputational impact and any immediate or anticipated disruption to the issuer's operations or financial position.
• Any inside information should be disclosed to the public as soon as possible unless the issuer is satisfied that the criteria for delaying disclosure are met. These criteria may be relevant if the issuer is negotiating with attackers and the outcome of negotiations would likely be jeopardised by immediate disclosure or if disclosing known vulnerabilities could make the issuer a target for future cyber incidents. However, an issuer may only delay disclosure if it can ensure the confidentiality of the information.
• Even if the relevant criteria for delaying disclosure are not met, an issuer may delay disclosure if a short delay is needed to clarify the situation, for example the nature, scale and immediate impact of the incident. However, in that case, a holding announcement should be made if the issuer believes there is a danger of inside information leaking before the facts and their impact can be confirmed.
• An issuer should carefully and continuously monitor whether changes in its circumstances require it to make an announcement, for example because new inside information relating to the incident's ongoing impact or duration, reputational issues or the issuer's financial position has come to light.
• Issuers should consider whether sharing details of cyber incidents with government departments, law enforcement or regulatory or crime agencies is lawful under the UK Market Abuse Regulation (UK MAR) and, if issuers do share details, should inform recipients that the information is or could be inside information and should be kept confidential in accordance with UK MAR.

Primary Market Bulletin 66 also covers:

• Finalisation of guidelines on working capital disclosures in prospectuses to allow issuers to take into account financing under uncommitted facilities in certain circumstances (as consulted on in Primary Market Bulletin 63 (see PLC QTRLY Q2 2026)).
• Proposed new and updated guidance on the expected level of detail required by the new sustainability and climate-related disclosure framework (see separate section above) and practical considerations to help listed companies prepare for the new requirements.
• Updates to the UK Listing Rules checklists webpage.

New inside information declaration form for submissions of equity documents

The FCA has updated the Submit a prospectus or circular page of its website to add a requirement for an inside information declaration form to be included with the first submission of equity documents with effect from 21 September 2026.

The inside information declaration form is designed to notify the FCA whether the submission contains inside information and, if it does, to explain what that information is, so that the FCA can apply appropriate internal controls when reviewing the submission.

FCA publishes policy statement and final rules on information flows for equity IPOs

Following its recent consultation on information flows for equity IPOs (see PLC QTRLY Q2 2026), the FCA has now published a policy statement and final rules:

• Removing the seven-day waiting period between the publication of an approved registration document or prospectus and connected research (which in practice extended the IPO timeline by at least seven days); and
• Removing the requirement for syndicate banks intending to publish connected IPO research to share the same information with unconnected analysts as they do with their own connected research analysts.

The changes came into effect on 5 August 2026.

The FCA also summarised feedback on further discussion questions raised in its consultation, noting that the majority of respondents argued that the requirement to publish an approved registration document or prospectus before connected research and the rules restricting analyst interactions with issuers prior to mandate appointment were no longer beneficial and should be removed. The FCA will consider this feedback as part of its future policy work and welcomes further engagement on these topics.

London Stock Exchange confirms changes to the AIM Rules

Following its recent consultations on proposed changes to the AIM Rules for Companies and AIM Rules for Nominated Advisers (see PLC QTRLY Q2 2026), the London Stock Exchange has now issued AIM Notice 64 and AIM Notice 65 confirming implementation of all the proposed changes (with some minor modifications) with effect from 5 August 2026.

The key changes include:

• Simplifying and streamlining the requirements for admission documents, including replacing the working capital statement with lighter disclosure obligations, allowing issuers to publish financials using UK GAAP instead of IFRS, and permitting incorporation of information by reference.
• Allowing AIM companies to seek a "capital access window" during fundraising for their securities to be temporarily suspended from trading to better manage the fundraising process and reduce market volatility.
• Changing the definition of a reverse takeover to a fundamental change in the AIM company's business, board and/or voting control (rather than a particular class test threshold).
• Allowing nomads to request dispensation of suspension from trading when a reverse takeover is announced where appropriate alternative disclosure is feasible.
• Changing the application of class tests, including increasing the class test thresholds for substantial transactions from 10% to 25%.
• Removing the requirement for nomads to provide a "fair and reasonable opinion" on non-standard director remuneration where satisfied that appropriate commercial protections are in place.
• Allowing admission of companies with dual class share structures.
• Replacing "comply or explain" reporting against a recognised corporate governance code with lighter disclosure requirements.
• Replacing the AIM Designated Market route with a new Express Market route to enable companies listed in a wider range of jurisdictions to seek expedited admission to AIM.

FCA publishes amendments to Prospectus Rules

On 31 July 2026, the FCA published Handbook Notice 143, setting out a number of amendments to the Prospectus Rules: Admission to Trading on a Regulated Market sourcebook which took effect that day including:

• The exemption from the prospectus requirement for admissions to trading of transferable securities offered, allotted, or to be allotted to existing or former directors or employees has been amended so that it will not apply where the securities are issued as part of an arrangement to raise funds from or satisfy an obligation with a third party for the benefit of the issuer.
• The requirement for the content-specific accompanying statement for protected forward-looking statements (PFLS) has been amended so that it does not need to be repeated each time the corresponding PFLS appears in a prospectus, as long as it appears immediately adjacent to at least one instance of the PFLS.
• The requirement to publish a prospectus at least three working days before the end of the offer period has been amended to clarify that the requirement applies to IPOs only where there is retail participation.

FRC announcements and guidance

Annual review of corporate reporting 2025/26

On 29 September 2026, the FRC published its Annual Review of Corporate Reporting 2025/26. Findings of the review included a continued fall in the proportion of FRC reviews resulting in substantive enquiries, maintenance of the quality of reporting by the FTSE 350 and some evidence of a reduction in the gap in quality between the FTSE 350 and other companies. The review identifies areas for improvement, gives examples of good practice and outlines the FRC's headline expectations for the upcoming reporting season.

Insights into materiality in corporate reporting

The FRC has also recently published insights designed to assist companies with applying the principle of materiality to their corporate reporting to ensure that their annual reports present a clear, high-quality picture of the business which is useful to investors. The guidance covers why materiality is important, frequently asked questions, including how materiality applies in the context of climate-related disclosures, the process for applying materiality and links to additional related resources.

Mythbuster on cyber security reporting

The FRC has also published a mythbuster on cyber security reporting in the context of Provision 29 of the UK Corporate Governance Code 2024. The mythbuster is designed to address concerns related to the reporting of cyber risks and controls, including concerns regarding disclosure of commercially sensitive information and whether an effectiveness declaration will be called into question if a cyber incident subsequently occurs.