UK Equity Capital Markets Insights — November 2025

In this edition of UK Equity Capital Markets Insights, we cover the following developments:

• The establishment of a Taskforce on the digitisation of the UK’s shareholding framework
• The publication of regulations for the commencement of the FCA’s new public offers of securities regime
• Publication by the FCA of its latest Primary Market Bulletin newsletters
• Publication by the HM Treasury of an update on its plan to reduce burden on corporates
• Publication by the FRC of its Annual Review on Corporate Reporting 2024/2025
• Publication by the FRC of guidance on the UK Stewardship Code 2026

Dematerialisation Market Action Taskforce Established

On 15 July 2025, the UK Digitisation Taskforce (the Taskforce) published its Final Report on the proposed digitisation of the UK shareholding framework (see the August edition of this newsletter). One of the key recommendations set out in the Taskforce’s report was the creation of a technical group to work with industry stakeholders on the process of replacing the UK’s paper based “certificated” share registers with digitised share registers (Step 1).

On 9 October 2025, the government announced the establishment of the Dematerialisation Market Action Taskforce (DEMAT) and the publication of terms of reference that set out the objectives and timeline for DEMAT.

The government has asked DEMAT to:

• Report back by summer 2026 with a recommended “go-live” date for Step 1, which should be before the end of 2027, and an implementation plan for the actions industry participants need to take to deliver this.
• Begin working with market participants to identify and implement the actions they need to take to move the UK’s shareholding framework to a fully intermediated system (Step 2), aiming for the market to be ready to transition all shares in publicly traded companies to an intermediated securities chain (Step 3) by the end of the current government’s term in office.
• Assess progress in implementing Step 2 and to recommend a detailed plan for all shares to transition into the intermediated system in Step 3. DEMAT should set out its recommended transition plan for Step 3, which should include a decision on the optimal method and timing for transitioning all remaining shares into the intermediated system, including whether or not a “one-way street” and/or a “sunset date” should be implemented.

Regulations Published to Commence the UK’s New Public Offers of Securities Regime

On 14 October 2025, the Financial Services and Markets Act 2023 (Commencement No. 11 and Saving Provisions) Regulations 2025 were published. The regulations are the 11th commencement regulations made under the Financial Services and Markets Act 2023 (FSMA 2023).

The regulations relate to, among other things, the revocation of the existing UK Prospectus Regulation, which is based on the EU’s Prospectus Regulation and formed part of UK law post-Brexit. From 19 January 2026, the UK Prospectus Regulation is revoked and the new Public Offers and Admissions to Trading Regulations 2024 (POATRs) will come into full force. For more information on the POATRs, please refer to the August edition of this newsletter and our detailed client note.

FCA Publishes Market Bulletin 58

On 17 October 2025, the UK Financial Conduct Authority (FCA) published another edition of its newsletter for primary market participants, Primary Market Bulletin 58 (PMB 58).

PMB 58 provides details relating to the implementation of the UK’s new Public Offers and Admissions to Trading Regulations 2024 and the FCA’s Prospectus Rules: Admission to Trading on a Regulated Market sourcebook (PRM Rules). We refer to this new regulatory regime as the “Public Offers and Admissions to Trading regime”. For more information on the Public Offers and Admissions to Trading regime, please refer to the August edition of this newsletter and our detailed client note.

In PMB 58, the FCA confirms that it is on track with its implementation procedures to go live with the new Public Offers and Admissions to Trading regime on 19 January 2026 and expects to be able to approve documents submitted to it for approval under this new regime from such date. Issuers seeking approval of documents on or after 19 January 2026 will need to apply for approval under the new regime; the last day for approval of documents under the existing EU Prospectus Rules regime will be 16 January 2026.

The earliest date for issuers to submit draft prospectuses and other documents for FCA review under the Public Offers and Admissions to Trading regime is 1 December 2025 for approval on 19 January 2026.

The FCA has noted that it is unlikely to be able to expedite its review periods during the pre- and post-implementation period and advisers should contact the FCA if an issuer is seeking approval of a prospectus between the period of 1 December 2025 and 19 January 2026.

Further, on and from 19 January 2026, issuers will no longer need to seek approval from the FCA to admit securities that are fungible with existing listed securities to listing on a regulated market, and the UK Listing Rules (UKLRs) will be amended to remove this requirement. Issuers will still need to seek approval from the relevant market operator (e.g., the London Stock Exchange) for approval to admit any securities to trading on such market.

The FCA has also noted that it will publish updated sponsor declaration forms reflecting the implementation of the Public Offers and Admissions to Trading regime before December 2025.

PMB 58 also seeks input from market participants on four new technical notes and changes being made to a significant number of other technical and procedural notes relating to the implementation of the new Public Offers and Admissions to Trading regime and the relevant changes to the UKLRs referred to above. This includes changes relating to technical notes applicable to sponsors and the approach taken to disclosures required to be contained in prospectuses under the Public Offers and Admissions to Trading regime (such as working capital statements and guidance relating to the new “protected forward looking statement” regime), as well as the content of a prospectus exemption document for takeovers, mergers and divisions. Other minor changes are proposed, such as updating rule references from the FCA’s existing Prospectus Regulation Rules to the new PRM Rules.

The FCA has requested feedback by 5 December 2025 for the new technical notes and 21 November 2025 for most other technical and procedural notes.

FCA Publishes Primary Market Bulletin 59

On 23 October 2025, the FCA published Primary Market Bulletin 59 (PMB 59).

In this edition of its newsletter, the FCA set out its findings following a review of compliance with the requirements for Article 17(4) of the UK Market Abuse Regulation (MAR), which allows issuers to delay public disclosure of inside information under certain circumstances and requires an issuer to notify the FCA that it had delayed disclose of such inside information once the information is made public. This review follows a previous review in November 2020, which the FCA has used for comparison.

The FCA’s findings included that:

• There was a 39% decrease in the number of notifications made to the FCA per day during the period reviewed compared to the review in November 2020 — such a significant drop was unexpected, even given the relatively lower number of transactions undertaken compared to 2020.
• Approximately 18% of issuers on the trading venues reviewed (the LSE’s Main Market, AIM, the Aquis Main and Growth Markets, and the LSE’s Non-AIM MTF) had notified the FCA that they had delayed disclosing inside information as permitted by Article 17 of MAR, compared to 25% in the previous review.
• The average number of days issuers delayed disclosing inside information by relying on the exception in Article 17 of MAR had increased by approximately seven days compared to the 2020 review.

Unsurprisingly, given the high volume of public M&A activity on the markets under review, the category with the highest number of delayed disclosure notifications to the FCA was mergers and acquisitions. Business updates and placings and other corporate finance were the categories of information with the second and third highest number of delayed disclosure notifications, respectively. Mergers and acquisitions also had the longest period of delayed disclosure, with on average 60.4 days elapsing between the identification of the inside information by an issuer and its disclosure.

Whilst under UK MAR, delayed disclosure notifications must be made immediately after the inside information is disclosed to the public, the FCA noted that 43 issuers had submitted delayed disclosure notification forms to the FCA seven or more days after the inside information was disclosed to the public, and in some cases, there were significant delays between disclosure and notifications.

The FCA reminds issuers of the need to have systems and processes in place to identify and process inside information and to submit notifications promptly to ensure compliance with MAR.

In addition, PMB 59 focuses on announcements made by some UK listed companies to acquire bitcoin or other crypto assets for the purpose of long-term value appreciation as part of their broader treasury management strategy, typically using existing cash reserves or through the issue of new debt or equity.

The FCA reminds issuers undertaking such actions that they need to consider how the benefits and associated risks of such a strategy is communicated to shareholders, particularly the potential volatility in the value of crypto assets and the associated impact on the issuer’s financial position and share price. Where new capital is being raised to fund purchases of crypto assets, this should be made clear in the announcements in line with the requirements of Section 21 of the Financial Services and Markets Act 2000 (which requires financial promotions to be fair, clear and not misleading).

Issuers following a crypto-asset strategy also need to be mindful of the requirements of the UK Listing Rules, including whether significant transactions could result in a “reverse takeover” — for example, where the transaction results in a fundamental change in the business — which could require the issuer’s listing to be suspended and/or cancelled (with the issuer needing to re-apply for admission using an approved prospectus). The FCA reminds issuers that are unsure of whether acquiring crypto assets may constitute a reverse takeover should seek individual guidance.

HM Treasury Publishes Regulation Action Plan Progress Update and Next Steps

On 21 October 2025, HM Treasury published an update on the government’s progress in delivering on aims set out in its Regulation Action Plan published on 17 March 2025. The update contained details of the reforms the government aims to introduce to reduce regulatory burdens on corporates.

These reforms include streamlining corporate reporting requirements to:

• Remove the requirement for companies to produce a directors’ report in their annual reports, with some disclosure requirements to be removed entirely and some relocated to other sections of the annual report
• Exempt medium-sized private companies from being required to produce a strategic report in their annual report.
• Exempt wholly owned subsidiaries from being required to produce a strategic report if they are covered by the reporting of a UK parent company.

The update also noted that the UK Financial Reporting Council (FRC) will publish updated guidance to its Corporate Governance Code in early November 2025, making clear that paying nonexecutive directors in shares is appropriate as a means of enhancing UK-listed companies’ ability to attract director talent. This updated guidance was published by the FRC on 5 November 2025, with the FRC noting that boards of directors of listed issuers have flexibility to pay nonexecutive directors a portion of their fees in shares, provided they maintain transparency about their rationale and approach. The updated guidance emphasises the importance of preserving independence and notes that performance-related remuneration remains inappropriate for independent nonexecutive directors.

The update also notes that the government has asked the Investment Association to stop maintaining its public register of significant shareholder dissents (which records resolutions proposed by FTSE companies that faced significant opposition from shareholders) to remove duplication with the requirements of the FRC’s Corporate Governance Code.

FRC Publishes Annual Review of Corporate Reporting

On 30 September 2025, the FRC published its Annual Review of Corporate Reporting, which sets out the FRC’s views on the quality of financial reporting by UK-listed companies and suggests areas where improvements could be made.

The review notes that the quality of corporate reporting across the FTSE 350 companies reviewed in 2024/2025 has been maintained. A lower proportion of reviews resulted in substantive queries compared to previous years, for companies both within and outside of the FTSE 350. However, the FRC did note that there remains a quality gap in reporting between companies in the FTSE 350 and other companies, and the FRC is undertaking a thematic review to look further into the reporting by smaller companies.

The FRC notes that impairments was the most frequently raised issue during the course of the review, consistent with previous years, although no restatements were required as a result of the queries raised by the FRC. The FRC noted that classification errors resulting in cash flow restatements continued to be an issue for companies outside of the FTSE 350 in particular, which is an area of focus of the thematic review noted above.

FRC Publishes Guidance on the UK Stewardship Code 2026

On 30 October 2025, the FRC published reporting guidance to assist applicants to report against the Stewardship Code 2026 (for more information on the Stewardship Code 2026, see the July edition of this newsletter). This guidance contains suggestions for some of the information organisations may wish to include in their reporting to help explain their approach to stewardship. It also offers suggestions for those managing asset classes other than listed equity on how to report to the Principles of the Stewardship Code.

The 2026 Code applies from 1 January 2026 and the first applications to be signatories will be accepted in Spring 2026. A transition year will operate during 2026, enabling the FRC to support signatories to the 2020 Code as they take up reporting against the revised Stewardship Code.

UK Equity Capital Markets Insights is a newsletter from Paul Hastings on legal and regulatory developments affecting UK‑listed companies and capital markets participants. Sign up here to receive this and other regular updates and invitations from our Equity Capital Markets team.