The UK has one of the largest and most developed capital markets in the world, offering a range of capital raising and trading options for issuers and investors. The major regulatory regimes for equity and debt capital market are the Financial Services and Markets Act 2000, the Market Abuse Regulation, the Listing Rules, the Prospectus Regulation Rules, and the Disclosure Guidance and Transparency Rules. These regimes set out the rules and standards for admission, disclosure, continuing obligations and market conduct for issuers, intermediaries, and other market participants interacting with the UK’s capital markets.

The main regulators and authorities for the UK’s equity and debt capital markets are the Financial Conduct Authority (FCA), the Prudential Regulation Authority (PRA) and the Bank of England (BoE). These regulators and authorities have the following roles and responsibilities:

• FCA: The FCA is the primary regulator of the UK’s capital markets, responsible for authorising and supervising issuers, intermediaries, and other market participants, as well as enforcing the relevant regimes and rules. The FCA is also responsible for approving prospectuses and listing applications and maintaining the Official List of securities admitted to listing on a regulated market in the UK, such as the Main Market of the London Stock Exchange.
• PRA: The PRA is the prudential regulator of banks, insurers, and certain investment firms, responsible for ensuring their safety and soundness, and contributing to the stability of the UK financial system. The PRA works closely with the FCA and the BoE to coordinate the regulation and supervision of dual-regulated firms and systemic risks.
• BoE: The BoE is the central bank of the UK, responsible for setting the monetary policy, issuing banknotes, providing liquidity and settlement facilities, and acting as the lender of last resort. The BoE also has a financial stability objective, which involves monitoring and mitigating the risks and vulnerabilities of the UK financial system and exercising certain resolution powers over failing financial institutions.

The London Stock Exchange (LSE) is the main stock exchange in the UK, operating several markets and platforms for trading equity and debt securities, such as the Main Market, the AIM Market, the Professional Securities Market (PSM), and the International Securities Market (ISM). The LSE also sets and enforces its own rules and regulations for the admission and trading of securities on its markets, such as the Admission and Disclosure Standards and the AIM Rules.

There are a number of exemptions for securities offers without a prospectus in the UK, depending on the type, size, and nature of the offering and the investors involved. Some of the common exemptions are:

• Qualified investors: Offers of securities addressed solely to persons who fall within the definition of a “qualified investor” under the UK Prospectus Regulation, typically investment firms, credit institutions, insurance companies and other regulated financial institutions.
• 150-person limit: Offers of securities to a limited number of fewer than 150 natural or legal persons (excluding qualified investors).
• €8 million limit: Offers of securities in the UK where the total consideration does not exceed €8 million (or the equivalent in another currency). In determining whether this exemption is available, it is necessary to aggregate any offers by the issuer within the previous 12 months that relied on this exemption.
• 20% exemption: Offers of securities by an issuer already admitted to trading on a regulated market where the securities offered represent, over a period of 12 months, less than 20% of the number of securities already admitted to trading on the same regulated market.
• Employee share schemes: Offers of securities to the employees or directors of the issuer or its group companies, as part of their remuneration or incentive scheme, provided that the securities are of the same class as those already admitted to trading on a regulated market or a multilateral trading facility.

The Public Offers and Admission to Trading Regulations 2024 (the POAT Regulations), which were published in January, set out a revised framework for prospectus regulation which is intended to replace the current EU-generated Prospectus Regulation.

Once the new regulations come into force, there will be a general prohibition on public offers of securities subject to a series of exemptions. The qualified investor and 150-person limit exemptions will continue to apply, the €8 million limit will become a £5 million limit and there will be a new exemption for offers of securities that are, or will be, admitted to a regulated market or a primary multilateral trading facility (such as AIM).

The POAT Regulations will give the FCA power to make rules in a number of areas relating to the new exemptions (including that relating to regulated markets) and to specify when a prospectus is required, including for secondary issues.

It is an offence in the UK for an individual who has inside information to deal in securities whose price would be likely to be significantly affected by that information if made public. It is also an offence for any person to disclose inside information other than in the proper performance of the functions of their employment or office. An individual guilty of insider dealing may be liable to an unlimited fine and/or up to seven years’ imprisonment.

A public company would generally take various measures to prevent any violation of insider trading regulations, such as adopting and implementing an insider list, a share dealing code and a policy on handling of inside information. Public companies are also expected to provide regular training and guidance to directors and employees on the company’s share dealing policies and on the handling of inside information.

The appropriate remedy may depend on the specific facts and circumstances of each case, the nature and extent of the alleged breach or wrongdoing, the type and value of the securities involved, and the availability and feasibility of alternative courses of action. However, some possible legal remedies that may be relevant in different scenarios are:

• Derivative actions: Shareholders of public companies may bring a derivative action on behalf of the company against a director or a third party for a breach of duty, negligence, default, or misfeasance that causes loss or damage to the company.
• Unfair prejudice petitions: Shareholders of public companies may petition the court for relief if the affairs of the company are being or have been conducted in a manner that is unfairly prejudicial to the interests of some or all of the shareholders.
• Regulatory actions: Shareholders of public companies may report or complain to the relevant regulatory authorities, such as the Financial Conduct Authority (FCA), the Prudential Regulation Authority (PRA), the Financial Reporting Council (FRC), or the Serious Fraud Office (SFO), if they suspect or have evidence of any misconduct, fraud, or breach of the rules or regulations that apply to the company or its securities. The regulatory authorities have various powers and duties to investigate, supervise, enforce, and sanction the company or its directors for any violations of the law or the public interest.

The outlook for public company fundraising activities in the UK in 2024 is cautiously optimistic, with a mix of challenges and opportunities shaping the landscape.

The UK IPO market UK is experiencing a gradual recovery in 2024 following subdued activity in recent years. Improving market sentiment and stabilising company valuations could encourage more businesses to go public. However, the performance of the UK IPO market in 2024 will largely depend on broader economic conditions and investor confidence.

In 2024, UK public companies have begun to return to the secondary market through offerings to raise capital for expansion and new initiatives and the market has been receptive to well-performing businesses with strong fundamentals and compelling growth stories.

The corporate bond market in the UK is projected to remain active in 2024, however, rising interest rates and potential economic headwinds may lead to some caution among investors.

Overall, careful planning and adaptability will be essential to navigate the evolving UK public markets landscape and capitalise on emerging opportunities in 2024.

There are two main options for listing in the UK, depending on the level of regulation, disclosure and investor protection that a company wants to comply with:

• Main Market of the London Stock Exchange: The Listing Rules set out the requirements for companies seeking a listing on the Main Market. Applicants for listing must have a minimum market capitalisation of £30 million at admission, at least 10% of their shares must be in public hands (the “free float” requirement) and the issuer must appoint a sponsor to advise on the admission process. For the main listing category of equity shares (commercial companies) (ESCC), issuers will have continuing obligations in relation to significant transactions and related party transactions, as well as requirements to follow the UK Corporate Governance Code on a “comply or explain” basis and to appoint a sponsor in certain specified situations.
• AIM: This is the London Stock Exchange’s market for smaller and growing companies, which offers more flexibility and less regulation than the Main Market. A company seeking admission to AIM must appoint a nominated adviser (Nomad) to assess its suitability for the market, to advise on the admission process and to monitor the company’s ongoing compliance with the AIM Rules. A company on AIM must also have a broker to act as its agent in the market, to liaise with investors and to execute trades. A company on AIM does not need to have a minimum market capitalisation or a minimum free float.

A company with a listing on a jurisdiction other than the UK that is seeking a “dual-listing” in the UK can choose either of the above options, depending on its existing listing status, its objectives and its target investors.

On the AIM Market, issuers that already have their securities admitted to trading on certain “AIM Designated Markets” for at least 18 months prior to admission to AIM can benefit from a streamlined admission process. Instead of an AIM admission document, these companies are required to make a detailed pre-admission announcement at least 20 clear business days prior to the date of admission.

Overseas companies seeking a dual listing on the Main Market can apply for their shares to be admitted to the equity shares (international commercial companies secondary listing) category, with reduced eligibility criteria and continuing obligations compared to those for the ESCC category.

There are no restrictions on shares with differential or weighted voting rights for companies quoted on the AIM Market.

For companies with a listing in the ESCC category on the Main Market, issuers are permitted to have “specified weighted voting rights shares” that comply with the following conditions:

• The weighted voting rights shares can only be issued to a person who, at the time of the company’s admission (i.e., IPO), was a director of the company; an investor in or shareholder of the company; an employee of the company; a person established for the sole benefit of, or solely owned and controlled by, a person in one of the preceding categories; or a sovereign controlling shareholder.
• The weighted voting rights shares must convert to ordinary listed shares if they are transferred to anyone other than a person established for the sole benefit of, or solely owned and controlled by, the person to whom the shares were originally issued.
• The weighted voting rights cannot be exercised on shareholder votes on matters relating to listing in the ESCC category and certain other subjects (e.g. the approval of employee share schemes and long-term incentive plans, discounted option arrangements and share offers or placings at a discount of more than 10% without a pre-existing shareholder authority).
• Natural persons may hold weighted voting rights shares indefinitely. However, weighted voting rights shares issued to institutional investors or shareholders must be subject to a ten year sunset period.

Yes, special purposes acquisition companies (SPACs) can be listed in the UK on both the Main Market and AIM Market of the London Stock Exchange. On the Main Market, SPACs may be listed in the equity shares (shell companies) category and will be required to comply with the requirements of Chapter 13 of the Listing Rules.

The Listing Rules provide that the FCA will generally be satisfied that a suspension of a listed SPAC’s shares will not be required on announcement or leak of an acquisition where the SPAC satisfies the following conditions and disclosure requirements:

• a minimum gross cash fundraise of £100 million at the time of the IPO (excluding any funds provided by founders);
• the proceeds of the IPO must be ring-fenced using an independent third party to protect the cash for use in approved acquisitions, redemptions of shares or repayment of capital to ‘public’ shareholders if the SPAC is wound up or has failed to find a target;
• the SPAC must obtain board and shareholder approval for any proposed transaction;
• if any of the SPAC’s directors have a conflict of interest in relation to the target, the board of the SPAC must publish a statement that the proposed transaction is fair and reasonable as far as the shareholders are concerned (reflecting advice from an appropriately qualified independent adviser);
• shareholders must have the right to redeem their shares at a predetermined price before the SPAC makes an acquisition; and
• the IPO prospectus and initial target announcement must contain prescribed details.

An initial acquisition must be made by the SPAC within two years of admission (with extensions of up to three further periods of 12 months, up to a total of 36 months, subject to approval by independent shareholders), otherwise the SPAC will be required to cease operations and return funds to investors.

Issuers in this category must appoint a sponsor in specified circumstances (for example, at IPO, if proposing to effect an initial acquisition and on any application for readmission to listing following a successful transaction).

In the UK, the persons responsible for a prospectus are liable to pay compensation to any person who has acquired securities and suffered loss as a result of any untrue or misleading statement in the prospectus or the omission of any matter required to be included in it.

In the case of a prospectus published in connection with the issue of equity securities (and/or the admission of equity securities to a regulated market), the persons responsible for the prospectus will be the company, the directors, and each person who has authorised the contents of or accepts responsibility, either for the whole prospectus or any part of it (but in that case, only for that part).

There is a statutory defence to a claim for compensation where a director can show that at the time when the prospectus was submitted to the FCA for approval, the director reasonably believed, having made reasonable enquiries (for example, through a verification exercise), that the relevant statement was true and not misleading, or that relevant information was properly omitted.

A company and its directors may also be exposed to other civil law, contractual and potentially criminal liabilities in respect of untrue statements in a prospectus, for example, in relation to any negligent misstatement or deceit.

Key protections for minority shareholders in UK public companies include:

• statutory pre-emption rights which give shareholders of a UK company protection against dilution by giving them a right of first refusal on the issue of any new shares for cash by the company, subject to certain exceptions;
• shareholder approval requirements in relation to certain non-ordinary course transactions (see Question 14 below); and
• the protections of the Takeover Code (see Question 15 below).

Companies listed in the ESCC category on the Main Market of the London Stock Exchange are subject to rules in relation to non-ordinary course transactions with related parties (see Question 12 below) and “significant transactions” (i.e. those which reach 25% or more in any of the “class tests” set out in the Listing Rules). For significant transactions, ESCC companies must release a regulatory announcement including certain key transaction details.

The Listing Rules provide that a “related party” includes:

• a person who is (or was within the 12 months before the date of the transaction or arrangement) a shareholder who is able to exercise or control 20% or more of the voting rights in the company; or
• a person who is (or was within the 12 months before the date of the transaction or arrangement) a director of the listed company; or
• a person exercising significant influence over the listed company; or
• an associate of a related party referred to above.

The Listing Rules require that ESCC companies publish an regulatory announcement, including key transaction details and a fair and reasonable statement supported by a sponsor, in relation to any non-ordinary course transaction between the company and a related party which reaches 5% or more in any of the “class tests” set out in the Listing Rules.

For companies quoted on AIM, details of related party transactions must also be disclosed by the company in a regulatory announcement.

Companies listed in the ESCC category on the Main Market of the London Stock Exchange are required to demonstrate that they can carry on business independently from any shareholder that is able to exercise or control 30% or more of the voting rights in the company (a ‘controlling shareholder’) and must include a number of disclosures regarding compliance with the independence requirements in their annual reports.

Companies with a controlling shareholder seeking a listing are expected to disclose the risks of having a controlling shareholder in their prospectus.

If a controlling shareholder proposes a shareholder resolution that directors consider is intended to circumvent the proper application of the Listing Rules, the circular on that resolution must include a statement of the directors’ opinion in respect of the resolution.

Independent shareholder approval is required for the election of independent directors and for cancellation or transfer of listing.

There is no definitive list of corporate actions or transactions that require shareholders’ approval for UK public companies, as different rules and regulations may apply depending on the type and size of the company, the nature and value of the transaction, the impact on the company’s constitution and governance, and the interests of the parties involved. However, some common examples of corporate actions or transactions that typically require shareholders’ approval are set out below.

• The Listing Rules require that certain non-ordinary course transactions by a company listed in the ESCC category on the Main Market must be made subject to obtaining the prior approval of the company’s independent shareholders. These include reverse takeovers, cancellation of listing and non-pre-emptive discounted share issuances.
• The approval of certain transactions that involve the purchase of the company’s own shares or the reduction of share capital.
• Changes to the company’s articles of association.
• Dividends or other distributions to shareholders, subject to the company’s articles of association and the availability of distributable profits.
• The appointment of directors.
• The appointment of auditors.
• The adoption, amendment, or termination of certain employee share schemes, subject to the company’s articles of association.
• The approval of certain transactions that involve the issue of new shares or the disapplication of pre-emption rights.

A mandatory tender offer, also known as a mandatory bid, would be triggered under the UK Takeover Code when a person, or a group of persons acting in concert, acquires an interest in shares that carry 30% or more of the voting rights of a UK public company, or when a person, or a group of persons acting in concert, who already holds an interest in shares that carry between 30% and 50% of the voting rights of a UK public company, acquires an additional interest in shares that increases their percentage of voting rights.

The mandatory bid must be made in cash, or accompanied by a cash alternative, at not less than the highest price paid by the bidder or any person acting in concert with the bidder for any interest in shares of the target company during the 12 months prior to the announcement of the bid.

There are some exemptions from the mandatory bid requirement set out in the Takeover Code, including where there is an acquisition of shares by a person with the consent of the Takeover Panel.

There is no legal requirement for UK public companies to engage any independent directors, however there are some codes and guidelines that recommend or encourage them to do so as a matter of good corporate governance.

The UK Corporate Governance Code sets out principles for the role and composition of the board of directors. The code is not mandatory, but UK public companies listed in the ESCC category on the Main Market are expected to comply with it or explain why they do not in their annual report.

According to the UK Corporate Governance Code, the board should include an appropriate combination of executive and non-executive directors, and at least half of the board, excluding the chair, should be independent non-executive directors. The code also provides criteria for assessing the independence of non-executive directors, which include whether a director:

• is or has been an employee of the company or group within the last five years;
• has, or has had within the last three years, a material business relationship with the company, either directly or as a partner, shareholder, director or senior employee of a body that has such a relationship with the company;
• has received or receives additional remuneration from the company apart from a director’s fee, participates in the company’s share option or a performance-related pay scheme, or is a member of the company’s pension scheme;
• has close family ties with any of the company’s advisers, directors or senior employees;
• holds cross-directorships or has significant links with other directors through involvement in other companies or bodies;
• represents a significant shareholder; or
• has served on the board for more than nine years from the date of their first appointment.

The financial statements required for a public equity offering in the UK will vary depending on the type of offering and where the issuer has its listing (i.e. Main Market or AIM listing).

Where an equity offering requires the company to publish a prospectus that complies with the Prospectus Regulation Rules (for example, an offer as part of the company’s IPO or any offer to the public, such as a rights issue or open offer), the prospectus must include (or incorporate by reference) audited consolidated financial statements for the last three financial years (or shorter if the company has not been in existence for that long), prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the UK, or an equivalent standard acceptable to the FCA. The prospectus must also include interim financial statements for the first six months of the current financial year, if the prospectus is published more than six months after the end of the last financial year.

The Companies Act 2006 requires banking and insurance companies, companies listed on the Main Market or AIM and large private companies to include non-financial and sustainability information statements in their strategic reports. These must include climate-related financial disclosures and information relating to environmental matters (including the impact of the company’s business on the environment), the company’s employees, social matters, respect for human rights and anti-corruption and anti-bribery matters. The climate-related financial disclosures required reflect the recommendations of the Task Force on Climate-Related Financial Disclosures (TCFD) and include disclosures on climate change-related risks and opportunities; how climate change is addressed in corporate governance; the impacts on strategy; how climate-related risks and opportunities are managed; and the performance measures and targets applied in managing these issues. Separate regulations impose similar requirements for TCFD-aligned disclosures on large, traded or banking LLPs. If any of the required elements are omitted from a company’s disclosures, the company must provide a clear and reasoned explanation for this.

The FCA imposes further climate-related financial disclosure requirements on listed companies, asset managers, life insurers and FCA-regulated pension providers, including a requirement to disclose transition plans on a “comply or explain” basis.

The FCA’s Listing Rules also require all companies admitted to the Main Market to disclose in their annual financial report whether they meet the FCA targets for gender and ethnic minority representation on the board of directors and, if they have not met the targets, why not. The targets are that at least 40% of the board are women, that at least one of the senior board positions (Chair, CEO, CFO and Senor Independent Director) is held by a woman and that at least one member of the board is from a non-white ethnic minority background.

Companies listed on the Main Market are required to report on their application of the UK Corporate Governance Code on a “comply or explain” basis. Companies quoted on AIM must apply a recognised corporate governance code such as the UK Corporate Governance Code or the Quoted Companies Alliance Corporate Governance Code and report on their application of their chosen code. In addition, certain large private companies must include a statement of corporate governance arrangements in their annual financial reports which must state which corporate governance code, if any, the company applied in the financial year; how the company applied any corporate governance code selected; whether the company departed from any corporate governance code selected and, if it departed from that code, the respects in which it did and its reasons for doing so.

Other ESG disclosure requirements are found in the Modern Slavery Act 2015, which includes reporting obligations in relation to modern slavery in supply chains for companies with a total turnover of £36 million or more, and the Equality Act 2020 (Gender Pay Gap Information) Regulations 2017, which requires employers with 250 or more employees to publish information on their gender pay gaps each year.

The typical offering structures for issuing debt securities in the UK are either standalone or programme-based. A standalone offering involves a single issuance of a specific amount and maturity of debt securities, usually with a fixed or floating interest rate, under a bespoke set of terms and conditions. A programme-based offering involves the establishment of a framework under which an issuer can issue multiple series or tranches of debt securities of varying amounts, maturities, currencies, interest rates, and other features, under a common set of terms and conditions and a base prospectus that is updated periodically.

The holding company may issue debt securities directly or indirectly by setting up a SPV, depending on its legal, tax, regulatory, and commercial considerations. Reasons for issuing debt securities indirectly through a SPV are to isolate the debt securities from the risks and liabilities of the holding company and its other subsidiaries, and to provide a ring-fenced pool of assets and cash flows to service the debt securities. This may enhance the credit quality and rating of the debt securities, lower the borrowing costs, and attract a wider range of investors.

There are different ways of issuing debt securities in the UK, but one common method is to use a trust structure, where a trustee is appointed to act on behalf of the noteholders and to enforce their rights and interests under the terms and conditions of the notes and a trust deed. This is particularly relevant where the issue is secured, as trustee will be required to hold security for the benefit of investors collectively.

The trustee’s duties and obligations under the trust structure after the offering may vary depending on the specific terms and conditions of the notes and the trust deed, but generally they include:

• Holding the benefit of the security or guarantee (if any) granted by the issuer or other obligors in favour of the noteholders, and enforcing or releasing it as instructed by the noteholders or as required by law.
• Receiving and distributing the interest and principal payments from the issuer to the noteholders, and withholding or deducting any taxes or fees as applicable (to the extent not dealt with by a paying agent).
• Monitoring and reporting on the issuer’s compliance with the covenants and obligations under the notes and the trust deed, and notifying the noteholders of any default or breach.
• Convening and conducting meetings of the noteholders, and soliciting and implementing their consents, directions, or waivers on any matters affecting their rights and interests.
• Exercising or refraining from exercising any rights, powers, discretions, or remedies available to the trustee under the notes and the trust deed, in accordance with the instructions of the noteholders or as the trustee considers in the best interests of the noteholders.
• Taking or defending any legal action or proceeding on behalf of the noteholders, or joining or intervening in any such action or proceeding initiated by others, in relation to the notes and the trust deed.
• Communicating and liaising with the issuer, the noteholders, and any other relevant parties, such as the paying agent, the registrar, the listing authority, or the regulators, on any matters relating to the notes and the trust deed.
• Keeping proper records and accounts of the trustee’s activities and transactions under the trust structure, and providing information and documents to the noteholders as requested or required.
• Charging and recovering any fees, costs, expenses, or indemnities incurred by the trustee in performing its duties and obligations under the trust structure, and having a lien or priority over the trust assets for such amounts.

The trustee’s duties and obligations under the trust structure are fiduciary in nature, meaning that the trustee must act honestly, fairly, impartially, and in good faith towards the noteholders, and avoid any conflicts of interest or misuse of the trust assets. The trustee must also act with due care, skill, and diligence, and comply with any applicable laws and regulations. The trustee may delegate or outsource some of its functions or responsibilities to third parties, such as agents, advisers, or sub-trustees, and may limit its duties and liabilities under the terms and conditions of the debt securities and any trust deed, but it remains ultimately liable and accountable to the noteholders for its actions and omissions under the trust structure.

The form of credit enhancement measures used by an issuer will vary depending on factors such as the issuer’s credit rating, the target investors, the market conditions, the legal and regulatory framework, the costs and benefits, and the availability and flexibility of each option. The most common forms of credit enhancement include:

• a guarantee by a third party (usually a parent company, a subsidiary, a bank, or a government entity) to pay the principal and interest of a debt security in case the issuer defaults or fails to meet its obligations; and
• a letter of credit by a bank or a financial institution to pay the principal and interest of a debt security upon the occurrence of certain events, such as the issuer’s default, insolvency, or failure to meet certain covenants or conditions.

The specific restrictive covenants in the debt securities’ terms and conditions will vary depending on the type, structure, rating, maturity, currency, governing law, and market conditions of the debt securities, as well as the issuer’s credit profile, business sector, and negotiation power. Examples of typical restrictive covenants in UK debt capital markets transactions are:

• Negative pledge: This covenant restricts the issuer and its subsidiaries from creating or permitting any security interest over their assets or revenues to secure any present or future indebtedness, unless the debt securities are equally and rateably secured or benefit from an exemption.
• Cross-default: This covenant triggers an event of default under the debt securities if the issuer or any of its subsidiaries fails to pay or defaults on any other indebtedness above a specified threshold, or if any other indebtedness is accelerated, cancelled, or repudiated.
• Financial covenants: These covenants impose certain financial ratios or tests on the issuer and its subsidiaries, such as minimum net worth, maximum leverage, minimum interest coverage, maximum capital expenditure, or minimum liquidity.
• Limitation on indebtedness: This covenant restricts the issuer and its subsidiaries from incurring or guaranteeing any additional indebtedness, unless it falls within certain permitted categories or exceptions.

In general, the payer of the interest (i.e., the issuer) is responsible for withholding taxes on debt securities’ interest payments in the UK. This is known as withholding tax. However, there are some exceptions to this rule. For example, if the recipient of the interest is a qualifying company, they may be exempt from withholding tax. There are also a number of double taxation treaties that may reduce or eliminate the amount of withholding tax that is payable.

The main listing requirements for listing debt securities in the UK vary depending on the listing regime and the type of securities but generally include:

• Preparing and publishing a prospectus or listing particulars that comply with the relevant disclosure standards and provide sufficient information for investors to make an informed assessment of the issuer and the securities. The prospectus or listing particulars may also need to be approved by the FCA, depending on the listing regime and the type of securities.
• Meeting the eligibility criteria for the listing regime and the category of securities, such as a minimum denomination, a minimum credit rating, or a minimum maturity.
• Complying with the applicable rules and regulations governing the listing, trading, and settlement of the securities.

The continuing obligations of the issuer after the listing also vary depending on the listing regime and the type of securities, but generally include:

• Publishing annual and interim financial reports in accordance with the relevant accounting standards and disclosure requirements.
• Publishing inside information that may affect the price or trading of the securities as soon as possible, unless there are legitimate reasons to delay the disclosure, and maintaining insider lists and disclosure policies.
• Publishing notices of any changes to the terms and conditions of the securities, such as interest payments, redemptions, conversions, or exchanges, as well as any events of default, breaches, or waivers.
• Publishing notices of any changes to the issuer’s name, registered office, directors, auditors, or rating agencies, as well as any material changes to the issuer’s business, assets, liabilities, or prospects.