Welcome to the Corporate Briefing, where we review the latest developments in UK corporate law that you need to know about. In this month’s issue we discuss: Takeover Panel consultation and new practice statements The proposed amendments to the Takeover Code clarify how the mandatory offer requirements apply to a company with a dual class share structure when a shareholder’s percentage of voting is increased on certain trigger events. New rules for the public offers and admissions to trading regime The FCA has published the final rules for admissions to trading on a regulated market or a multilateral trading facility (“MTF”). The new rules will come into force on 19 January 2026 with transitional provisions. Draft regulations for new reporting requirements on payment practices and performance The government has published draft reporting requirements for large companies on payment practices and performance which will apply for financial years beginning on or after 1 January 2026. NSI: exclusion of reorganisations and proposed changes to sensitive areas The government is proposing to exclude certain internal reorganisations and appointments of insolvency office-holders from the NSI regime and is consulting on changes to the sensitive areas that are subject to mandatory notification. FCA Primary Market Bulletin 56 This edition of the FCA newsletter for primary market participants looks at, among other things, its use of data and technology to monitor directors’ dealings. Digitisation Taskforce – final report July 2025 The latest report sets out key steps for removing paper share certificates and improving the current intermediated system of share ownership so investors can more effectively exercise their rights. Updated guidance – filing accounts with Companies House In the future all accounts must be filed at Companies House using commercial software. The web and paper filing options will be discontinued. Listed companies and filing information with the National Storage Mechanism (NSM) From 3 November 2025 the FCA will require more comprehensive legal entity identifier ("LEI”) reporting for issuers and other persons submitting regulated information. The aim is to enhance the functionality of the NSM by making it easier to find information about issuers.

Welcome to the Corporate Briefing, where we review the latest developments in UK corporate law that you need to know about. In this month’s issue we discuss: Upper Tribunal ruling in the case of Craig Donaldson and David Arden (Metro Bank) The Upper Tribunal has upheld the FCA’s decision that the CEO and CFO of Metro Bank were knowingly concerned in the Bank’s breach of the Listing Rules. The decision serves as a reminder of the importance for listed company directors to ensure that any market disclosures made by a listed company are accurate, not misleading or deceptive, and do not omit anything likely to affect the import of the information that is disclosed.  New Stewardship Code 2026 The FRC has published a revised UK Stewardship Code, effective from 1 January 2026 which aims to support long-term sustainable value creation while significantly reducing the reporting burden for signatories. Revised GC100 and Investor Group Directors’ Remuneration Reporting Guidance 2025 To reflect regulatory changes and evolving best practice, the directors’ remuneration reporting guidance, designed to assist companies and investors in interpreting the UK rules on directors’ remuneration policies, has been updated. FCA policy statement on enforcement investigations The FCA publishes its final policy statement on enforcement investigations after receiving strong stakeholder feedback. PISCES: Stamp Duty and Stamp Duty Reserve Tax exemptions Transfer of PISCES shares will be exempt from all stamp duties. Court of Appeal orders buy-out in favour of minority shareholder This case highlights the core requirement of honesty at the heart of a director’s duties to his or her company – and serves as a reminder of the effectiveness of the buy-out remedy for unfair prejudice for a shareholder that wants to exit.