Corporate Update Bulletin - 17 July 2025

Welcome to the latest edition of Corporate Update, our fortnightly bulletin offering a quick read of the latest developments which we consider relevant to corporate counsel. Please get in touch with your usual contact if you want to explore any of the topics covered in more detail. If you would like to subscribe to this bulletin as a regular email, please click here.

In this issue:

• News
• Publications

News

FCA publishes final rules for new public offers and admissions to trading regime

On 15 July 2025, the Financial Conduct Authority (FCA) published Policy Statement 25/9: New rules for the public offers and admissions to trading regime (PS 25/9) confirming the final rules on the implementation of the new public offers and admission to trading regime. This will replace the current prospectus regime set out in the UK Prospectus Regulation. The current FCA’s Prospectus Regulation Rules (PRR) sourcebook will be replaced by the ‘Prospectus Rules: Admission to Trading on a Regulated Market (PRM) sourcebook’, the final version of which is included in the Policy Statement. The Policy Statement also includes certain amendments to the Market Conduct sourcebook and UK Listing Rules (UKLR). Most of the rules consulted on (in the FCA’s CP 24/12 and CP 25/2 published in July 2024) have been adopted.

While the FCA will maintain the bulk of the prospectus requirements that currently apply at IPO (meaning that the prospectus content requirements, rights and obligations remain broadly the same), the new rules do include significant changes to the regime. In particular:

• The threshold at which an existing listed issuer must publish a prospectus for a further issue of securities will be increased to 75% (100% for closed ended investment funds) from the current 20%. No alternative document will be required for issues below this threshold, although issuers can prepare a voluntary prospectus below the new threshold.
• In the case of an IPO involving an offer to the public, the minimum period for which the prospectus must be published before the end of the offer will be reduced from six working days to three working days. This is designed to encourage issuers to include a retail offer in their IPO.
• The existing requirement for a working capital statement will remain unchanged, but the FCA will consult on proposals to amend its existing guidance in the autumn. 
• The rules define the types of statements that will be ‘protected forward-looking statements’ which are subject to the reduced liability threshold, based on recklessness.
• An issuer of equity securities or GDRs will be required to make new climate-related disclosures if it has identified climate-related risks as risk factors or where climate-related opportunities are material to its prospects.

The new rules will come into effect on 19 January 2026. The FCA plans to consult on additional guidance in relation to climate-related disclosures, the takeover exemption, working capital statements and protected forward-looking statements later this year. 

On the same date, the FCA also published Policy Statement 25/10: Final rules for public offer platforms which sets out the final rules to support the new regulated activity of operating a public offer platform (POP) under the new public offers regime. Firms operating a POP will enable companies to offer securities without having to produce a prospectus where those securities will not be admitted to a public market, hence allowing them to raise capital by offering securities outside a public market to a broad investor base, including retail consumers. Current crowdfunding platforms operating in the UK, in particular, are likely to apply for permission to operate a POP. The new POP regime will also come into force on 19 January 2026.

Government publishes financial services growth and competitiveness strategy and policy paper on UK wholesale financial markets digital strategy

On 15 July 2025, HM Treasury published its Financial Services Growth and Competitiveness Strategy, setting out its strategy to grow the UK’s financial services sector over the next ten years. The strategy calls for: (i) proportionate, predictable and internationally competitive regulation; (ii) leveraging and expanding the UK’s FinTech leadership to become the world’s most technologically advanced global financial centre; (iii) deeper global partnerships, stronger retail investment culture and more prosperous domestic capital markets; and (iv) ensuring the sector has the requisite skills and talent it needs. The Strategy reflects feedback from the November 2024 call for evidence and will anchor financial services policy over the next decade.

As part of its financial services growth and competitiveness strategy published, HM Treasury has also published a new policy paper, Wholesale Financial Markets Digital Strategy aimed at improving the efficiency and resilience of the UK’s wholesale financial markets. The government sees scope to modernise outdated processes and harness new technologies, in particular, distributed ledger technology (DLT). The strategy outlines three focus areas:

• Market optimisation: modernising systems by (i) removing paper-based transactions and advancing share dematerialisation; (ii) driving automation and removing manual processing; and (iii) adopting smart data principles to enable better data sharing. It will also assess the role of digital identity in wholesale markets.
• Market transformation: supporting the adoption of technologies such as DLT, AI and quantum to transform wholesale financial markets. The government will provide regulatory frameworks to support tokenisation and the digitalisation of post-trade processes.
• Market leadership: appointing a digital markets champion and developing an approach to digitalisation, aligned with other jurisdictions.

HM Treasury publishes recommendations of the Digitisation Taskforce

On 15 July 2025, HM Treasury published the final recommendations of the Digitisation Taskforce on modernising the UK’s share ownership framework. The implementation of the proposals set out in the report is seen as important in modernising the UK’s financial markets, enhancing competitiveness, and delivering growth in alignment with the government’s broader capital markets and growth agenda.

The Taskforce proposes a staged transition toward full digitisation of the securities settlement infrastructure, beginning with the abolition of paper share certificates by the end of 2027 with the objective being to move to a fully intermediated system for UK capital markets (known as the ‘Model 3’ approach) in which all shareholders will hold their shares in digitised form. However, in response to concerns raised about the ability for retail shareholders to exercise their rights under the intermediated system, as well as concerns about the disruption and costs involved in moving directly into Model 3, the report concluded that there should be a staged process, with a temporary ‘Model 1’ approach (which would involve the creation of digitised shareholder registers outside the central securities depository to replicate current registers for certificated shareholders) pursued initially to achieve the removal of remaining paper shares while replicating existing arrangements for certificated shareholders.

The Taskforce has also made recommendations to improve the intermediated securities chain by proposing targeted measures to enhance ultimate investors’ rights. These include the removal of the ‘headcount’ test for schemes of arrangement, amending legislation to clarify that ultimate investors in an intermediated securities chain have standing to bring a claim under section 90A of FSMA 2000 (for misleading statements and/or omissions in published information by listed companies), as well as a recommendation to adopt the Law Commission’s proposal to review Companies Act and FSMA to identify other provisions which limit the rights of ultimate investors,

In its response, the government has accepted all recommendations and has set out steps to implement the proposals, stating, among other things, that it intends to legislate to end the issuance of paper shares and require companies to replace paper share registers with digitised share registers by the end of 2027.

Takeover Panel consults on dual class share structures and issues new Practice Statements

On 3 July 2025, the Takeover Panel announced Public Consultation Paper 2025/1 (PCP 2025/1). The Paper proposes a new framework for the application of the Takeover Code to companies with dual class share structures (DCSS companies), proposes a requirement for a company to make appropriate disclosures on the application of the Code and its controlling shareholders on an IPO; and (iii) proposes amendments to its rules relating to share buybacks to clarify the application of those rules.

In addition, the Panel has introduced two Practice Statements: Practice Statement 35, which clarifies how the Takeover Panel applies the rules relating to profit forecasts, quantified financial benefit statements and investment research published by the parties during the course of an offer, and Practice Statement 36 which provides guidance on how the Panel interprets and applies the Takeover Code to an unlisted share alternative to a cash offer.

Companies House confirms April 2027 implementation of ECCTA 2023 accounts filing reforms

On 1 July 2025, Companies House updated its guidance on filing annual accounts and its Changes to UK company law website, confirming several reforms relating to the filing of accounts introduced under the Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023) will take effect from 1 April 2027, subject to commencement by secondary legislation. In particular:

• Digital-only filing: all companies will be required to file accounts using commercial software. Companies House will close its paper and web-based filing routes for accounts, although these will remain available for other filings.
• Small company accounts: small companies will no longer be able to file abridged accounts and will instead need to submit full accounts, including a profit and loss account and directors’ report. The directors must confirm the company qualifies for the exemption if it is making use of an audit exemption.
• Micro-entity reporting: micro-entities will be required to file its annual accounts, which will include a profit and loss account. Filing a directors’ report will remain optional.
• Accounting reference period changes: Companies shortening their accounting reference period more than once within five years will need to provide a business reason. This measure is not included in ECCTA 2023 and will be introduced through separate legislation.

HM Treasury publishes response to its consultation on the UK green taxonomy

On 15 July 2025, HM Treasury published its response to the UK green taxonomy consultation, confirming that it will not proceed with implementing a UK green taxonomy. The government concluded that it is not the most effective or proportionate tool to support the green transition, and will instead prioritise alternative measures that respondents identified as having the greatest impact, while remaining committed to delivering an effective sustainable finance framework. The government cite the lack of compelling evidence that developing a green taxonomy would facilitate a material shift in capital allocation to sustainable investments, as well as the potential resource burden on companies and the significant effort required to ensure international interoperability with taxonomies developed by other jurisdictions as reasons for not proceeding.

Publications

Employment Rights Bill implementation roadmap

Slaughter and May has published a visual representation of the government’s roadmap on implementing the Employment Rights Bill, a timetable for consultation on, and implementation of, the Bill’s provisions. Our visual roadmap highlights the various points at which key provisions of the Bill will come into force (and, in some cases, be consulted on).