Listed companies and their advisers working on transactions after the new UK Listing Rules (UKLR) come into effect on 29 July 2024 may well ask themselves this question when considering the new UKLR. The simple answer is no but that's not the full picture. 

Why? The notification requirements in UKLR 7 will only apply to “significant transactions”. This is the new terminology for transactions where any percentage ratio in a class test is 25% or more - see our update on the new notification requirements UK Listing regime: significant transactions: new notification requirements. If the percentage ratio is less than 25% then no announcement is required by UKLR 7.

What's the rationale for dropping the old Class 2 regime? In PS24/6 the FCA provided the following commentary: “In response to the feedback on our proposal not to carry forward the premium listing ‘class 2’ notification regime into UKLR, we considered carefully whether to include a notification regime for transactions below the 25% threshold on the class tests. On the one hand, we agree the UKLR notification requirements may provide a useful framework that helps issuers decide what transactions to notify to the market and what information to include in the notification. However, we concluded that 25% was on balance an appropriate threshold against which regulation should set prescriptive notification requirements to support the specific purposes we set out in UKLR 7. For smaller transactions, we consider it proportionate to afford issuers the flexibility to make this decision.”

So what should listed companies think about on smaller deals? Although UKLR 7 will not apply an announcement may still be required as UK MAR will apply. By way of reminder, article 17 of UK MAR (Public disclosure of inside information) requires an issuer to publicly disclose inside information as soon as possible. If an announcement is required companies will in practice probably have a choice between the old Class 2 requirements (which are familiar territory) or a modified / short-form version of the new initial disclosure requirements for “significant transactions”.

Has the FCA given any guidance on what it expects? No although it has noted that “issuers may find aspects of the UKLR 7 requirements a useful framework for disclosure”.

Further information

If you would like to discuss the changes to the UK Listing Regime, please speak to your usual contact at Burges Salmon or Nick Graves, head of the firm's Corporate Department.