December’s news

FCA publishes consultation on amendments to UKLR

On 6 December 2024, the Financial Conduct Authority (FCA) published a quarterly consultation paper proposing various amendments to the UK Listing Rules (UKLR) and the Disclosure Guidance and Transparency Rules (DTR) to reflect the 2024 UK Corporate Governance Code. Amongst other things, the FCA proposes to remove references to preparing statements in accordance with Financial Reporting Council (FRC) guidance in response to the FRC’s clarification that the Corporate Governance Code guidance is not intended to be prescriptive. Feedback on these proposals is requested by 13 January 2025.

Increased financial thresholds for determining company size

On 10 December 2024, the Companies (Accounts and Reports) (Amendment and Transitional Provision) Regulations 2024 were laid before Parliament, together with an Explanatory Memorandum. The regulations, which come into force on 6 April 2025, increase the financial thresholds that determine company size for the purpose of non-financial reporting obligations under the Companies Act 2006. The regulations also remove several reporting requirements in the directors’ report for large and medium sized companies.

Primary Market Bulletin published

On 13 December 2024, the FCA published Primary Market Bulletin 53, its newsletter for primary market participants. The bulletin focuses on updating the FCA guidance in the Knowledge Base to reflect changes to the listing regime, as well as historical changes to the prospectus regime and because of Brexit.

FCA seeks to improve the transparency of the UK’s crypto markets

On 16 December 2024, the FCA published a discussion paper seeking feedback on its plans to improve the transparency of the UK’s crypto markets. The FCA says clear crypto regulation will improve the integrity of the UK’s crypto markets, help protect people and support the UK’s growth and competitiveness. Responses are sought by 14 March 2025.

FCA announces new secondary market for private companies

On 17 December 2024, the FCA issued a press release setting out the regulator’s proposed framework to implement and oversee PISCES, a new type of regulated trading platform that will facilitate the intermittent trading of existing shares in private companies. The PISCES sandbox is expected to operate for five years. Further legislation would be required to make PISCES a permanent feature of the regulatory landscape.

UK Prospectus Regulation brought within scope of FMI sandbox powers

On 17 December 2024, the Financial Services and Markets Act 2023 (Addition of Relevant Enactments) Regulations 2024 came into force. The regulations bring the UK Prospectus Regulation in scope of the financial market infrastructure (FMI) sandbox powers in the Financial Services and Markets Act 2023 (FSMA 2023). FSMA 2023 empowers HM Treasury to create FMI sandboxes via secondary legislation, providing a modified legal framework as a mechanism to test developing technologies and new regulatory models. The relevant secondary legislation establishing a sandbox temporarily disapplies and modifies certain legislation that would otherwise act as a barrier or obstacle to the permitted activities carried on within it.

ISS updates its 2025 proxy voting guidelines

On 17 December 2024, Institutional Shareholder Services (ISS) published updates to its UK and Ireland proxy voting guidelines for 2025. Amendments to the 2024 guidelines include a clarification that, in relation to gender and ethnic diversity, the FCA requirement is for listed companies to report against the targets, as opposed to meeting them. The updated guidelines will be applied for shareholder meetings held on or after 1 February 2025.

FRC publishes draft three-year strategy

On 17 December 2024, the FRC published its Draft 3-Year Strategy and Draft Plan and Budget 2025-26 for consultation, setting out its high-level priorities for the next three years and its more specific plans and intended expenditure for 2025 to 2026.

PERG publishes updated Walker Guidelines

On 18 December 2024, the Private Equity Reporting Group (PERG) published revised Walker Guidelines for Disclosure and Transparency in Private Equity. It follows a consultation earlier this year on proposals to update the Walker Guidelines, a voluntary code containing enhanced disclosure and reporting requirements for the largest portfolio companies and their private equity owners.

TAC endorses the IFRS Sustainability Disclosure Standards

On 18 December 2024, the UK Sustainability Disclosure Technical Advisory Committee (TAC) published its technical assessment and endorsement recommendations regarding the two inaugural IFRS Sustainability Disclosure Standards published in June 2023 (IFRS S1 and IFRS S2). In advising endorsement, TAC has recommended minor amendments to IFRS S1 and IFRS S2, and highlights that the application of IFRS Sustainability Disclosure Standards will be an evolutionary process.

FCA publishes policy position on enhancing the National Storage Mechanism

On 20 December 2024, the FCA published Policy Statement 24/19: Enhancing the National Storage Mechanism, which sets out its final policy position, rules and guidance concerning changes to the requirements for submitting regulated information to the National Storage Mechanism.

Looking ahead to January 2025

1 January – new digital markets regime created by the Digital Markets, Competition and Consumers Act 2024 came into force, together with changes to thresholds in the Enterprise Act 2002 that determine whether a transaction is within jurisdiction of UK merger control.

1 January – UK Corporate Governance Code 2024 now largely applies to financial years commencing on or after this date.

1 January – Glass Lewis 2025 UK Proxy Voting Policy Guidelines took effect from this date.

9 January – closing date for comments on draft legislation to establish PISCES secondary market for private companies.

13 January – closing date for comments on proposed minor amendments to the UKLRs and DTRs to reflect the new UK Corporate Governance Code 2024.

23 January – closing date for comments on proposed changes to guidance in the FCA’s Knowledge Base to reflect recent changes to the UK listing regime.

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