Quarterly Listed Company Update – What's New And What's Next?

Welcome to the October 2025 edition of Travers Smith's Quarterly Listed Company Update. This issue highlights the latest regulatory developments and guidance relevant to listed companies, as well as key trends and practical points for consideration in the coming months. Our dedicated Listed Company Advisory Team offers practical support relevant to listed companies, including directors' duties and reporting obligations, corporate governance frameworks, and all aspects of market disclosure and stakeholder engagement.

1 Primary Market Bulletin 59: FCA Observations on the Delayed Disclosure of Inside Information and Other Matters

The FCA published Primary Market Bulletin 59 on 23 October 2025, with key messages on compliance with disclosure obligations, corporate treasury strategy in relation to cryptoassets, a review of the short selling regime, and changes to the National Storage Mechanism.

Delayed Disclosure of Inside Information (DDII) under UK MAR

The FCA reviewed issuer compliance with delayed disclosure requirements under Article 17(4) UK MAR, which allows delayed public disclosure of inside information under certain conditions, against the findings of its previous review carried out in November 2020. It found:

• a 39% decrease in DDII notifications submitted per day since its previous review;

• approximately 18% of issuers on the trading venues reviewed made DDII notifications, compared to 25% previously; and

• average delays increased by 7 days (since the previous review) to 35.2 days.

While the FCA noted that the fewer DDII notifications and longer delays of disclosures did not necessarily mean that the level of compliance with had fallen, it reinforced the importance of having appropriate arrangements in place to ensure compliance.

As a reminder, inside information may only be delayed if (i) immediate disclosure would prejudice the legitimate interests of the issuer or its group, (ii) the delay of the disclosure would not mislead the public, and (iii) the confidentiality of that information can be ensured. The issue must also, immediately after announcement of such inside information, notify the FCA of the delay.

Enhancing the National Storage Mechanism (NSM)

• As highlighted in our previous edition, the FCA is introducing important changes to the NSM, effective from 3 November 2025.

• From this date, updated metadata requirements will apply when submitting disclosures to the FCA's NSM via the Electronic Submission System (ESS) or a Primary Information Provider.

• Issuers must ensure their Legal Entity Identifier (LEI) is current, and that metadata for disclosures is complete, correct, and up to date (including for referenced entities).

The bulletin also sets out a number of reminders to listed companies who are acquiring or have plans to acquire cryptoassets for the purpose of long-term value appreciation as part of their treasury management strategy, and the FCA's intention to publish a consultation paper setting out its proposals to support changes to the regulations on short selling made by the Short Selling Regulations 2025.

Key actions for listed companies:

1. Review and reinforce policies and procedures for delayed disclosure, ensuring that decisions to delay disclosure meet all conditions of Article 17(4) of UK MAR and are fully documented and arrange training for relevant staff.
2. If exploring or adopting a cryptoasset treasury strategy, assess materiality under the UKLR/UK MAR, prepare for heightened disclosures, and seek advice where necessary on transaction classification.
3. Review internal checklists and procedures to ascertain whether they need to be updated to align with new NSM submission protocols and supporting materials and ensure all regulatory filings from 3 November 2025 use updated NSM/ESS templates and metadata.

2 Primary Market Bulletin 58: Implementing the New Public Offer Regime

The FCA has published Primary Market Bulletin 58 ahead of the new Public Offers and Admissions to Trading Regime ("POATRs"), which will replace the existing EU-derived prospectus framework from 19 January 2026. This marks a significant landmark in the reform of UK capital markets.

Transition timetable:

From 19 January 2026, issuers with an existing listed class of securities will no longer need to apply for admission to listing for further issues of those securities under the UK Listing Rules. Admission to trading should be arranged directly with the relevant exchange. However, listing applications for entirely new classes of securities will still be required using updated FCA forms available from early January. In practice this means that issuers with shares already traded on the Main Market of the London Stock Exchange ("LSE") and listed on the Official List of the FCA will no longer need to submit an application to both the FCA and the LSE when new shares of the same class are to be admitted – only an application to the LSE will be required.

PMB 58 also includes consultation on four new Technical Notes and updates to existing guidance notes to reflect the POATRs regime (the "Consultation"). It also finalises two notes consulted on previously, relating to the sponsor regime and prospectus requirements for issuers with complex financial histories.

Key actions for listed companies:

• Issuers planning transactions in early 2026 should take note of key deadlines and the transitional arrangements for draft and final prospectus submissions.

• Legal and company secretarial teams should familiarise themselves with the upcoming changes and consult the new guidance and checklists as soon as they are published.

• Consider whether to submit any comments in response to the Consultation. The deadline is 21 November 2025 for most of the guidance notes, with an extended deadline of 5 December 2025 for comments on the new Technical Notes and a selection of the proposed amendments to existing guidance notes.

3 FCA Quarterly Consultation Paper 49 (CP 25/24) – Share Buyback Notification Deadline

The FCA has published Quarterly Consultation Paper 49 (CP 25/24), proposing a change to the timing of market notifications for listed companies buying back their own shares under UKLR 9.

Currently, listed companies are required to announce share buyback transactions "as soon as possible and in any event no later than 7.30 am on the next business day" after a purchase. The FCA intends to remove this requirement and instead mandate disclosure by the end of the seventh "daily market session", bringing the UK timetable into line with the Market Abuse Regulation's buyback safe harbour.

There are no changes proposed to the content of the published disclosures – only the deadline for when notifications must be made. The FCA's consultation period closed on 15 October 2025.

4 Identity Verification under the Economic Crime and Corporate Transparency Act (ECCTA)

In the previous edition, we reported the opening of Companies House's direct identity verification ("IDV") route and the gradual introduction of new IDV obligations for company directors, company secretaries and PSCs under ECCTA.

From 18 November 2025 newly appointed directors, company secretaries and PSCs, as well as those involved in incorporations, will need to complete the Companies House IDV process, and identifiers will need to be provided with relevant filings. Existing directors, company secretaries and PSCs will need to provide confirmation of their verified status with the company's first annual confirmation statement filed after the regime goes live.

Further information about ECCTA can be found in our detailed briefing.

Key actions for listed companies:

• Confirm the relevant deadline by reference to each group company's annual confirmation statement deadline.

• Map out all individuals across your group who will require identity verification by that deadline.

• Refresh onboarding and company secretarial procedures to ensure IDV is completed ahead of relevant filings or appointments and with respect to the incorporation of any new entities from 18 November 2025.

As a reminder, the new failure to prevent fraud offence under ECCTA came into effect on 1 September 2025. For more information, see our briefing.

5 London Stock Exchange Dividend Procedure Timetable 2026

The London Stock Exchange has published its Dividend Procedure Timetable 2026, which listed companies should use when setting their interim and final dividend programmes for 2026.

6 Specific Company Registers to be abolished

From 18 November 2025, all UK companies will no longer be required by law to maintain local registers of directors, directors' residential addresses, secretaries, or people with significant control. Instead, the obligation shifts to filing and updating this information directly with Companies House.

The requirement to maintain a register of members will remain unchanged, and all companies must continue to keep their own register of members.

Although the legal obligation to hold certain local statutory registers is being removed, we expect that many listed companies will choose to continue maintaining these records internally as a matter of good governance and operational best practice.

7 FRC Annual Review of Corporate Reporting 2024/25

The FRC's Annual Review of Corporate Reporting confirms high standards are being maintained in most FTSE 350 companies' reports, but recurring issues remain around impairment disclosures, cash flow statements, and inconsistencies between narrative reporting and accounts. The FRC has also flagged the need for companies to clearly explain significant judgements and uncertainties, particularly in a challenging macroeconomic climate.

The FRC's expectations for 2025/26 continue to reflect best practice: robust review of technical compliance, transparency around uncertainty and risk, and a fair, balanced and comprehensive strategic report.

8 QCA Boardroom Guides

For companies that apply the QCA Corporate Governance Code, the QCA launched a new series of boardroom guides on 1 July 2025, each of which is intended to act as companion guides to the QCA Corporate Governance Code, which was refreshed in 2023.

9 Government Announces Expanded Reform Programme to Modernise Corporate Reporting

On 21 October 2025, the Department for Business and Trade ("DBT") announced an expanded programme to modernise and simplify the UK's corporate reporting framework. This initiative is part of a broader effort to reduce regulatory and administrative burdens on businesses:

Planned legislation will:

• Exempt most medium-sized private companies and wholly owned subsidiaries from the current requirement to produce a Strategic Report as part of their annual report and accounts, where disclosures are otherwise covered.

• Remove completely the current obligation to produce a Directors' Report for all companies.

• Retain certain key disclosures, such as energy and emissions reporting, but relocate them within annual reports.

The Government is also launching a wider review of corporate reporting requirements covering the entire annual report and accounts. This may lead to further reforms following a public consultation set for 2026.

For background and further details, please refer to the DBT Written Statement.

10 New UK Corporate Governance Code Guidance on Non-executive Director Remuneration

Also on 21 October 2025, HM Treasury published its Regulatory Action Plan: Progress Update, which sets out a range of reforms to streamline regulation, including new guidance on the UK Corporate Governance Code 2024 to clarify that the remuneration of non-executive directors in shares is appropriate. The guidance is expected to be published in early November 2025.

In addition, the Government has asked the Investment Association to discontinue its Public Register, which tracks significant shareholder dissent in UK FTSE All-Share listed companies, as it considers that the IA Public Register has served its purpose and is duplicative of transparency provisions in the UK Corporate Governance Code.

11 Regulatory Reform: HM Treasury Publishes Regulation Action Plan Progress Updates

On 21 October 2025, the HM Treasury issued a Regulation Action Plan: Progress Update, setting out the Government's ongoing drive to streamline UK regulation and reduce administrative burdens. Key developments include:

• Non-Executive Director Remuneration: New guidance on the UK Corporate Governance Code 2024 (anticipated early November 2025) will clarify that the payment of non-executive directors in shares is appropriate. This reflects evolving market practice and aims to assist listed companies in attracting and retaining high-calibre non-executives.

• Discontinuation of the Investment Association Public Register: The IA Public Register, which tracked significant shareholder dissent for FTSE All-Share companies, is being discontinued at the Government's request. The Government considers this register duplicative now that the latest UK Corporate Governance Code provisions require enhanced transparency on significant votes against Board resolutions.

• Wider Regulatory Reform: The Action Plan set an ambitious target to reduce the administrative burden of regulation by 25% by the end of this Parliament, and progress is being made through legislative and sector-specific initiatives. Other planned measures include further consolidation of regulatory bodies, reform of anti-money laundering supervision (moving it under the FCA), and efforts to reduce risk aversion and promote innovation across UK regulatory frameworks.

Why it matters for listed companies:

• Listed boards and company secretaries should be aware that investor expectations and best practice around non-executive pay, remuneration reporting, and shareholder engagement may continue to evolve in light of these changes.

Please the HM Treasury's Written Statement for further information.

12 FCA Launches New Handbook Website

The FCA has launched its new Handbook website. No changes have been made to the structure or content of the Handbook, the new version of which aims to offer improved functionality and make it easier to navigate and find information, understand the connections between Handbook rules and compare different versions of Handbook text to see what has changed over time.

The FCA has published Video Guides to supplement its User Guides for the new Handbook website.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.