Accounts and reports

Takeover Panel publishes note on cancellation of admission to trading

The Takeover Panel has published a new note, providing guidance to advisers on the cancellation of admission to trading for companies subject to the Takeover Code. It clarifies that companies with registered offices in the UK, Channel Islands, or Isle of Man, whose securities are admitted to trading on specified markets, will remain subject to the Code for two years following cancellation, regardless of their place of central management and control or whether they re-register as private companies. The Panel advises early consultation with the Panel Executive for companies planning a cancellation to ensure appropriate shareholder disclosure regarding the Code’s continued application and outlines a recommended procedure to follow, including notifying the Panel Executive of the proposed cancellation. The Panel has also updated its note on re-registering public companies classified as ‘transition companies’ as private companies. It clarifies that if such a company re-registers as private before 3 February 2027, the Code will cease to apply, unless the company falls within certain specified categories.

IFRS foundation releases guide on climate-related reporting under new sustainability standards

The International Financial Reporting Standards (IFRS) foundation has published guidance to assist companies in reporting climate-related information in accordance with the new international sustainability standards board (ISSB) standards. The guide addresses the 'climate-first' transition relief provided in the ISSB standards and clarifies that even when focusing solely on climate disclosures, companies must apply relevant requirements from the 'IFRS S1 General Requirements for Disclosure of Sustainability-related Financial Information'.

FCA sets out further changes to the UK prospectus and listing regimes to support business and investment opportunities

The FCA has published a set of proposals aimed at encouraging listed companies to offer low denomination bonds (ie less than £100,000) and to simplify the requirements that apply to listed companies when they issue further securities. In CP25/2: ‘Further changes to the public offers and admissions to trading regime and the UK Listing Rules’ the FCA proposes changes to align disclosure requirements for low denomination bonds with those for higher denominations to make raising capital easier for issuers. Changes are also proposed to the UK Listing Rules to make them more efficient for companies issuing further securities and to remove the need for Listing Particulars for such issuances. In CP25/3: ‘Consultation on further proposals for firms operating public offer platforms’, the FCA outlines its approach and proposals for implementing the new public offer platform (POP) regime. Responses to both consultations are sought by 14 March 2025. The FCA aims to publish final rules for the public offers and admissions to trading (POATR) framework as a whole, including rules for firms operating a POP, in Summer 2025. The FCA expects the POATR framework to fully come into force in January 2026.

Corporate weekly highlights—30 January 2025

This week's edition of Corporate weekly highlights includes publication of the Market Standard’s Trend Report covering trends in UK Public M&A deals in 2024. It also includes publication of the PLSA Stewardship and Voting Guidelines 2025 and regulations under the Economic Crime and Corporate Transparency Act 2023 in respect of identity verification. Additionally, it covers the publication of regulations amending the Reporting on Payment Practices and Performance Regulations 2017, SI 2017/395 and the Limited Liability Partnerships (Reporting on Payment Practices and Performance) Regulations 2017, SI 2017/425. The highlights also feature a Court of Appeal decision relating to securities actions under sections 90, 90A and Schedule 10A to the Financial Services and Markets Act 2000 concerning the claimant’s use of the representative action procedure provided for under CPR 19.8 to bring proceedings on behalf of institutional and retail investors claiming in respect of alleged fraudulent statements and dishonest omissions in published information.