New UK Listing Category for Overseas Companies

International Category

From 29 July 2024, the UK’s Financial Conduct Authority (FCA) is introducing a new listing category aimed at overseas companies with a primary listing on a non-UK market. Known as the International Category, it offers a streamlined way for foreign firms to gain a secondary listing in London.

Why is this important?

London remains a major financial hub, and this change is designed to make it easier for international companies to tap into UK investors without the full burden of stricter listing requirements.

Key Features of the International Category:

  1. Eligibility Requirements
    • The company must be a commercial, operational business (not an investment vehicle or cash shell).
    • It must be incorporated outside the UK.
    • The company must already have a “qualifying home listing” on a recognised overseas market that meets regulatory standards set by the FCA.
    • Central management and control should be in the country of incorporation or home listing market.
    • A minimum market capitalisation of £30 million is required.
  2. Lighter Compliance Burden
    • Companies in this category won’t need to follow the UK Corporate Governance Code.
    • No shareholder approval is required for reverse takeovers.
    • Reporting requirements focus on disclosure rather than compliance with complex UK corporate governance rules.
  3. Continuing Obligations
    • Firms must still comply with key disclosure and transparency requirements, such as financial reporting and vote-holder notifications.
    • Climate-related financial disclosures must be addressed, with explanations if compliance is not possible.

Why List in London?

For overseas companies, securing a secondary listing in London offers increased visibility, greater access to global investors, and an opportunity to enhance their corporate profile. The new category aims to strike a balance between maintaining regulatory oversight and attracting global businesses to the UK market.

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