This week: 

• Legislation is published to exempt new listings on the Main Market from stamp duty
• The Pre-emption Group publishes its annual monitoring report for 2024/2025
• Other items this week

Legislation introduced to exempt new listings from stamp duty for initial period

The Government has introduced the Finance Bill 2026 into Parliament.

Among other things, clause 82 of the Finance Bill will bring into effect the new exemption from stamp duty reserve tax (SDRT) for newly listed securities, announced in the Government’s Autumn Budget 2025 (by inserting a new section 89C into the Finance Act 1986).

Currently, transfers of securities in a publicly traded company in the UK attract SDRT at a rate of 0.5% of the transfer price. Securities on growth markets, such as AIM, are exempt from SDRT. However, the full rate of SDRT applies to transfers of securities traded on other markets.

Under the new proposals, no SDRT would be payable on transfers of securities during the first three years after the company is first listed.

The exemption applies only if the following conditions are met.

• The company has shares included in the Official List maintained by the Financial Conduct Authority (FCA). The exemption will not, therefore, apply to transfers of securities in companies whose shares are admitted to a regulated market without an official listing (such as companies on the London Stock Exchange’s Specialist Fund Segment).
• The company also has shares admitted to trading on a UK regulated market. The exemption will not, therefore, apply to transfers of securities in companies whose shares are listed but not admitted to a regulated market (such as companies on the London Stock Exchange’s Professional Securities Market).
• The transfer takes place within three years from the first time any of the company’s shares were admitted to the Official List. In other words, the three-year period applies from the company’s IPO. Successive capital raises would not trigger a new three-year period.

The effect of this is that, in practice, the exemption will apply only to transfers of securities within the first three years of a company’s IPO on the London Stock Exchange Main Market.

The exemption will apply to transfers of new lines of securities issued by an existing company after its IPO, provided the transfer takes place within three years of the IPO. After that point, transfers of any securities (whether issued on the company’s IPO or subsequently) will attract SDRT.

For listed special purpose acquisition companies (SPACs), the three-year period runs from the date on which the company first makes a regulatory announcement that it has obtained control of an unlisted company (rather than from the IPO). This reflects the fact that SPACs are intended to be mere cash shells on listing, only to become active when an appropriate acquisition proposal crystallises.

The draft legislation also sets out circumstances in which the exemption will not apply. These include where the company’s listing occurs as a result of a merger with another listed company (such as on a reverse takeover) or the simple interposition of a new listed holding company.

Access the Finance Bill 2026 (opens PDF)

Pre-emption Group publishes annual review of disapplication of pre-emption rights

The Pre-emption Group (PEG) has published its annual review of compliance with its Statement of Principles on the disapplication of pre-emption rights.

PEG is an industry group that sets out guidance, in the form of its Statement of Principles, on the UK’s statutory pre-emption rights regime, under which companies wishing to raise finance by issuing new shares must first offer those shares to their existing shareholders.

In particular, the Statement of Principles sets out limits within which companies can disapply statutory pre-emption rights.

PEG’s previous 2015 Statement of Principles stated that companies should not disapply pre-emption rights beyond 5% of their share capital for general corporate purposes or a further 5% for the purposes of an acquisition or a specified capital investment (ASCI).

In 2022, PEG published revised Principles, increasing these thresholds to 10% and 10% respectively. The 2022 Principles also allow companies an additional 2% headroom for follow-on issues for either general purposes, the purposes of an ASCI, or both. This, in theory, gives a maximum total permitted disapplication under the 2022 Principles of 24%.

The latest review covers meetings held by FTSE 350 companies between 1 August 2024 and 31 July 2025. It is important to note that these figures include closed-ended funds, in relation to which disapplication of pre-emption rights takes on a different complexion.

The key points arising from the review are as follows.

• Enhanced disapplication. 77.6% of companies took advantage of the increased headroom under the 2022 Statement of Principles by seeking disapplication beyond the previous 5%+5%. This is an increase from 67.1% in 2023/2024 and 55.7% in 2022/2023 and demonstrates that issuers are increasingly comfortable with the additional flexibility introduced in 2022.

• Specified capital investment. 60.8% of companies sought additional disapplication for an ASCI. This is down slightly from 64.1% in 2023/2024.

• Shareholder support. 99.1% of companies saw all their disapplication resolutions passed by shareholders. 72.6% of resolutions seeking disapplication for general corporate purposes passed with fewer than 5% votes against. The figure was lower for resolutions seeking disapplication for an ASCI, with only 50% passing with fewer than 5% votes against.

Overall, PEG notes that there is continued uptake of its 2022 Statement of Principles, although a small minority of investors appear to disagree with the elevated disapplication thresholds. PEG notes that it may undertake engagement with investors in the future if the levels of dissent remain elevated.

Read the Pre-emption Group’s annual monitoring report for 2024/2025 (opens PDF)

Other items this week

• GC100 publishes guidance on virtual general meetings. The GC100 has published new guidance on holding virtual general meetings of shareholders. The guidance looks to set out best practice for listed companies that wish to permit virtual participation in shareholder meetings. It also aims to address areas of shareholder concern, such as engagement with the board and how questions should be addressed. The guidance is available to subscribers to Practical Law.
  
  Access the GC100 Guidance for Virtual Meetings of Shareholders (opens PDF) (available to Practical Law subscribers)

• Glass Lewis publishes 2026 proxy voting guidelines. Proxy advisor Glass Lewis has published its voting guidelines for the United Kingdom for 2026. Changes for the upcoming season include voting against the re-election of the audit or remuneration committee chair where the committee is too small, voting against the re-election of the nomination committee if the board does not comprise at least 40% gender diverse directors, and specific votes against where half or more of the board of an AIM company is not independent.
  
  Access the Glass Lewis United Kingdom proxy voting guidelines for 2026 (opens PDF)

• FCA consults on simplifying listing process. The FCA is consulting on simplifying the process for listing securities on the UK’s Official List (a condition of shares being admitted to trading on the London Stock Exchange Main Market).
  
  Access FCA Quarterly Consultation Paper CP25/35 (opens PDF)