PS21/22: Primary Market Effectiveness Review: Feedback and final changes to the Listing Rules

Read PS21/22 (PDF)[1]

Why we are changing 

We are changing our rules following a consultation (CP21/21[2]) on targeted changes to remove immediate barriers to listing, make our rulebooks more accessible and to protect and enhance market integrity. These changes form part of our wider ongoing review into the effectiveness of our primary markets, which is also considering how we can make the regime more efficient and accessible, while maintaining high standards on UK public markets. 

Who this applies to 

This Policy Statement will interest:

• issuers  
• prospective issuers considering a UK listing  
• existing and prospective investors in listed companies, including institutional and individual investors  
• law firms, investment banks, and other advisers and intermediaries who may assist issuers  
• exchanges or venue operators  
• intermediaries who may facilitate, including providing execution and/or marketing of, investments into issuers, whether at initial public offering (IPO) or in secondary markets 
• trade associations representing the various market participants above  
• wider financial market participants, such as research analysts 

Background to the Primary Market Effectiveness Review  

Primary markets are critical in enabling companies to finance their businesses, which in turn create growth and jobs for the UK economy. Trusted public markets also provide opportunities for investors in a well understood environment with high standards of disclosure and FCA oversight. More companies listing at an earlier stage in their life cycle means more opportunities for investors to share in the returns of those companies as they grow. The review forms part of our response to the UK Listing Review[3], chaired by Lord Jonathan Hill and the Kalifa Review of UK FinTech[4].

In CP21/21, we asked for views on the functioning of the UK listing regime to better understand the purpose and value to both issuers and investors of listing. We also consulted on targeted changes to our existing regime to remove immediate barriers to listing and to improve the accessibility of our rulebooks. 

This Policy Statement summarises the feedback we received on our consultation questions, sets out our policy response, and confirms final changes to our rules.

We will provide feedback on this broader consideration of the listing regime’s purpose and structure in the first half of 2022.

Next steps

The new rules come into force on 3 December 2021, except for the more minor changes to modernise and streamline our primary markets rule books, which will come into force on 10 January 2022.

What you should do next

Issuers and applicants to list should familiarise themselves with the rule changes set out in this Policy Statement. We have provided a transitional approach in relation to the minimum market capitalisation, for current applicants to list and for existing listed shell companies. 

What we will we do next 

We will provide more detailed information on the responses we received to the discussion element of CP21/21 in the first half of 2022. Before that, we intend to engage further with market participants to discuss specific issues and ideas raised.