The new UK listing regime, the culmination of years of consultation by the UK Financial Conduct Authority (FCA) with market participants, came into force on 29 July 2024.
A key feature of the new regime is reducing regulatory requirements, including in the context of M&A transactions by listed companies such that shareholder approval for a “significant transaction” is only needed if it is classified as a reverse takeover. If the transaction meets the 25% threshold in any class test, the listed company must still make certain specified disclosures to the market but no longer needs to appoint a sponsor, produce an FCA-approved circular or seek shareholder approval (see box below).
The new rules allow listed companies to be more attractive M&A counterparties. However, the removal of much of the regulatory process – including no FCA review and no sponsor diligence – means that a listed company can receive less guidance on how to satisfy its regulatory requirements and directors can feel more exposed.
The lack of established guardrails has led to a variety of different approaches being taken by listed companies faced with disclosing a significant transaction. To some extent, we can expect that announcements will differ in form and content depending on the size of the transaction; shareholders will want more information on a transaction that amounts to 80% of a listed company than one which amounts to 26%. However, from a survey of the announcements published so far, it is clear that listed companies are still getting to grips with the new rules and market expectation.
As of 31 August 2025, there have been 33 significant transactions: 11 acquisitions and 22 disposals. Read our full briefing which outlines the different announcement approaches taken so far and highlights emerging trends in market expectations for announcement content.
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