The regulatory requirements and considerations for a Main Market company may vary depending on the segment of the market but prospective companies should take note of London Stock Exchange's Admission and Disclosure Standards and the FCA handbook.
The Main Market is an EU Regulated Market which requires a company to produce a prospectus approved by the Financial Conduct Authority (FCA) to enable its securities to be admitted to trading.
The FCA, as the competent authority for the Official List in the UK, also assesses a company’s eligibility for admission to the Official List. The Admission process involves the FCA reviewing and approving the Prospectus (or Listing Particulars). This document – which will be submitted to the FCA by your Sponsor or Key Adviser – primarily contains information on the company and its business in accordance with the disclosure requirements set out in the Prospectus Rules and the Listing Rules, as applicable.
The FCA maintains a dialogue with your company’s advisers until the relevant eligibility requirements are met. In parallel to the FCA application process, you must apply to London Stock Exchange to have your company’s securities admitted to trading on its markets and meet the eligibility and disclosure requirements of the Exchange's Admission and Disclosure Standards. If you are considering applying to join the Main Market you should contact London Stock Exchange as early as possible so that we can assist you through the admission process. If you’ve already appointed advisers and submitted your eligibility letter to the FCA, you should contact email@example.com to provide London Stock Exchange with an “early notification”.
Admission becomes effective only when the prospectus has been approved by the FCA, and the decision to admit the securities to the Official List and to admit them to trading has been announced jointly by London Stock Exchange and the FCA. Once a company is admitted, it becomes subject to the continuing obligations which require a company to publish information such as routine financial information and information that could affect the value of its securities on a timely basis.
A security is ‘listed’ in the UK when it has been admitted to the Official List of the FCA. The listing category will determine the eligibility criteria and continuing obligations that apply to the company and its securities.
The initial and ongoing regulatory considerations for a Main Market company include the requirements of the FCA (discussed further below) and London Stock Exchange’s Admission and Disclosure Standards. The Admission and Disclosure Standards include additional disclosure standards for non-listed markets such as the High Growth Segment. They also include rules for all companies in relation to application for further securities and corporate actions that must be complied with.
In addition, all companies that have securities admitted to the Main Market must comply with ongoing disclosure requirements that form part of the European Union (EU) regulatory framework, namely, the Market Abuse Regulation (MAR) and the Transparency Directive, which is implemented in the UK through the Disclosure Guidance and Transparency Rules (DTRs) of the FCA. If a company’s securities are also admitted to the Official List of the FCA then the company will need to comply with the ongoing disclosure requirements within the Listing Rules; the ongoing requirements apply to not only disclosure obligations but also to ongoing requirements that ensure a company meets the eligibility requirements for admission to the Official List at all times. The FCA is the competent authority within the UK for monitoring and enforcing compliance with the DTRs, MAR and the Listing Rules.
The main differences between the ongoing obligations for each listing category can be found here.
The DTRs require a company admitted to the Main Market to publish regular or periodic financial information that demonstrates the performance of the company for the period under review. The requirements that apply to the publication, content and timing of annual financial reports and half yearly financial statements are set out in DTR 4.1 and 4.2 respectively. A company is required to publish its annual financial report within four months of the year end date, the audited financial statements need to be prepared in accordance with an applicable accounting standard (International Financial Reporting Standards (IFRS) or an equivalent standard). The half yearly financial statement must be issued within three months after the end of the period to which it relates.
The Financial Reporting Council (FRC) is the body responsible in the UK for ensuring that annual financial statements have been produced in compliance with the relevant accounting provisions and standards. The FRC is also responsible for developing and monitoring compliance with corporate governance standards in the UK.
A Premium listing of equity demonstrates that the company meets London's world-class standards of regulation − the highest and most trusted globally − based on a combination of the EU requirements and 'super-equivalent' requirements set out in the Listing Rules of the FCA .
The following codes or principles apply to such companies on an ongoing basis.
The UK Corporate Governance Code
Premium listed companies subscribe to the principles laid down in the UK Corporate Governance Code (which sets out methods for best practice corporate governance) or must provide an explanation as to why they do not. Effective corporate governance helps boards achieve their strategic objectives and builds value in the business which ultimately benefits shareholders.
Class tests under the Listing Rules
Shareholders invest in a company based on the economics of its operation. Under the Listing Rules, prior shareholder approval or notice is required for Premium listed companies to enter into a transaction outside its ordinary course of business and with certain ‘related parties’. The class tests are used to decide these circumstances.
Pre-emption rights give existing shareholders in a company the right to subscribe for their pro rata share of any new shares in that company issued for cash. By subscribing to the pre-emption right regime, companies are providing investors with protection against dilution of their investments.
The City Code on Takeovers and Mergers (UK companies only)
The Code is designed principally to ensure that shareholders are treated fairly and have the opportunity to decide on the merits of a takeover and that shareholders of the same class are all treated equally by an offeror. The Code also provides an orderly framework within which takeovers are conducted and - in conjunction with other regulatory regimes - promotes the integrity of the financial markets.
These are applied as directed through the Financial Reporting Council and the International Accounting Standards Board.
Please find below company application forms.
Please find below Adviser application forms.
Please find below guides to listing equity.
Please find below a Depositary Receipts guide.
Please find below a flyer for the High Growth Segment.
Please find below Fintech comes of age - 2019 document.