UK FCA confirms forbearance in relation to issuer notifications in respect of a block listing

The UK Financial Conduct Authority (FCA) has published a statement clarifying how issuers should comply with notification requirements for new shares admitted to trading following the commencement of the Public Offers and Admissions to Trading Regulations 2024 (POATRs) on 19 January.

Under the new regime, issuers are required by the Prospectus Regime Manual (PRM 1.6.4R) to notify a Regulatory Information Service (RIS) of admissions to trading within 60 days. However, this sits alongside existing UK Listing Rules (UKLR) which require issuers to announce "as soon as possible" the results of new issues or public offers of equity securities. This creates uncertainty, particularly for issuers that previously relied on an exemption under the block listing regime, which had allowed issuers who regularly issue new listed shares to make periodic (rather than transaction-by-transaction) disclosures. Before the introduction of the POATRs changes, this rule (at UKLR 6.4.4R(4)) included a carve-out for block listings of securities. However, on 19 January the rule was amended so that the carve-out was removed.

The FCA confirms it was not its policy intention for such issuers to be subject to both notification requirements and it will consult on removing the relevant UKLR provisions so that issuers are subject only to the 60-day notification requirement in PRM 1.6.4R going forward. In the meantime, the FCA will not take supervisory or enforcement action against issuers that previously relied on block listings and do not make immediate RIS notifications for qualifying issues, provided the new issues fall within the scope and are used for the same purposes as the former block listing arrangements.

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