The UK Financial Conduct Authority (FCA) is consulting on wide-ranging changes to the UK listing regime which would replace the current standard and premium listing categories with a single listing category. In this post, we explain where the requirements may change as a result of the consultation, although the final rule changes and timings are still to be confirmed.
A key eligibility requirement for the London Stock Exchange’s main market is that not less than 10% of the issuer’s shares must be ‘in public hands’ at the time of listing and post-IPO; owners of stakes of greater than 5% and directors, amongst others, will not be considered in public hands. In addition, in order to be eligible for the FTSE UK indices, a premium listed issuer currently would need to meet the FTSE free float requirements of 10% minimum free float for UK incorporated issuers and 25% minimum free float for non-UK incorporated issuers.
A limited form of dual-class voting structure is now permitted for a premium listing on the London Stock Exchange, although there may be more flexibility on other UK markets (e.g., a standard listing on the London Stock Exchange). The FCA’s proposed single listing category would allow for dual-class voting structures, but the high-vote shares could be held only by directors of the company – and these structures would be subject to certain other restrictions, including a mandatory sunset provision of no longer than 10 years.
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