Listed Companies

UKLR: PROPOSED CHANGES TO SHARE BUY-BACK NOTIFICATION REQUIREMENTS

The Financial Conduct Authority (FCA) has published CP25/24: Quarterly Consultation, which includes proposes changes to the notification requirements for issuers undertaking share buy-backs under the UK Listing Rules (UKLR).

The FCA proposes to extend the deadline by which issuers must notify the market of purchases of their own equity shares. Currently, notification is required by 7:30am on the first business day following the calendar day on which the buy-back occurs. The proposed change would allow notification by the seventh daily market session following the buy-back. The FCA is also seeking feedback on whether the current notification requirements under UKLR 9.6.6R are proportionate and useful.

The consultation is open until 15 October 2024. Arthur LLP will be making a submission to the FCA. Our response will also address a potential inconsistency in how notification requirements apply to share buy-backs conducted by way of share redemption, which is particularly relevant to Irish-incorporated issuers.

FCA TO CONSULT ON TRANSITION TO ISSB-ALIGNED DISCLOSURES

The FCA is expected to consult in Q4 2025 on updating its TCFD-aligned disclosure rules to reference the UK Sustainability Reporting Standards (UK SRS), which are based on the ISSB’s IFRS S1 and S2 with minor amendments. The UK government’s consultation on the draft UK SRS S1 and S2 closed on 17 September 2025, with final endorsement and publication of the UK SRS awaited.