Corporate Law Update: 12 - 18 July 2025
18 July 2025This week:
- The UK’s new public offers of securities regime is set to come into effect in January 2026
- Final recommendations are published to digitise all shareholdings in publicly traded UK companies
- The UK Government officially decides not to proceed with a UK Green Taxonomy
UK’s new public offers of securities regime to commence in January 2026
The Financial Conduct Authority (FCA) has published the rules it is putting in place to regulate admissions to trading on public markets, as well as platforms that will facilitate public offers outside the primary markets ecosphere.
The rules follow the Public Offers and Admissions to Trading Regulations 2024 (POATR), which became law in January 2024. The POATR (which are yet to come into full effect) replace the UK version of the EU Prospectus Regulation with a new regime.
According to the FCA, the new rules will come into effect on 16 January 2026, to coincide with the new public offers regime under the POATR, in turn suggesting that the POATR will come into effect (and the UK Prospectus Regulation will be revoked) on that date.
Final report published on digitising UK company shares and abolishing paper certificates
The Digitisation Taskforce has published its final report on digitising UK company shares, with a view to abolishing paper share certificates.
The Taskforce, which is chaired by Sir Douglas Flint, was formed on the recommendation of the recent Secondary Capital Raising Review for the purpose of driving forward full digitisation of shareholdings and improving the existing intermediate share ownership structure used on the capital markets.
The final report follows the publication of the Taskforce’s interim report in July 2023.
The Taskforce’s terms of reference included examining the possibility of digitising shares in all UK companies, both publicly traded and privately held. However, citing a lack of support for digitising private company shares, the final report focuses only on removing paper certificates for publicly traded companies.
The key recommendations from the final report are based on a three-stage implementation plan.
- Step 1. To begin with, paper shares and certificates would be replaced by temporary, wholly digital shareholder registers. Companies would not be permitted to issue new paper share certificates. Shareholders would retain all the existing rights they currently enjoy as legal owners of shares. The report suggests a deadline of the end of 2027 for this stage.
- Step 2. There would then be a series of improvements to the current intermediated securities chain model, under which ultimate beneficial owners (UBOs) hold their shares indirectly through one or more intermediaries (such as depositaries or custodians).
These would include improved communications between companies and UBOs, a move to making payments to shareholders (such as dividends) purely by electronic means, and setting a “baseline service” that intermediaries would be required to provide to UBOs.
- Step 3. Following this, all shares would be moved into the intermediated securities chain. A person who holds digital shares following Step 1 above would be able to move those shares out of the temporary digital shareholder register and to a chosen nominee in the intermediated chain. It would not be possible to transfer shares from the intermediated chain into the digital register.
Any shares left on digital registers at a pre-defined “sunset day” would be forcibly moved into the intermediated chain. The paper suggests several possible ways to achieve this.
The Taskforce notes that the steps above are merely recommendations and indicative suggestions that will need to be fleshed out in due course. To this end, the report recommends establishing a Technical Group as soon as possible to advise on implementing the transition to fully digital shares.
The Government has accepted the report’s recommendations and, in particular, the aim of moving all publicly traded UK shares into an intermediated securities chain. It intends to form the proposed Technical Group and to legislate to put the various recommended changes into effect.
Read the Government’s report to the Digitisation Taskforce’s final report
Government discontinues work on a UK Green Taxonomy
The UK Government has officially decided not to proceed with the development of a UK Green Taxonomy.
The decision, announced on 15 July 2025 in a consultation response, marks a significant shift in the UK’s approach to sustainable finance, with the Government opting to focus on alternative policies to drive the green transition and combat greenwashing.
The Government previously consulted on a proposed taxonomy from November 2024 to February 2025. It received 150 responses, with 45% of respondents expressing positive sentiment towards a UK Green Taxonomy, but a majority of 55% voicing either mixed or negative views.
The primary concern was the expected real economy application and effectiveness of a taxonomy in light of experiences with the EU Taxonomy.
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