February’s news

Changes to the Takeover Code take effect

On 4 February 2026, several substantive rule changes to the Takeover Code took effect. The changes were set out in Response Statement 2025/1 published in December 2025. The changes create a new framework for how the Takeover Code will apply to companies with a dual class share structure, codify disclosure requirements for IPO admission documents, and clarify the Takeover Code in relation to share buybacks.

Takeover Panel issues new and revised notes to advisors

On 4 February 2026, the Takeover Panel announced the publication of a new Note to advisers in relation to IPOs or admissions to trading and a revised Note to advisers in relation to Code waivers. The notes reflect the changes to the Takeover Code outlined above.

FRC updates its guidance on the strategic report

On 4 February 2026, the Financial Reporting Council (FRC) published an updated version of its Guidance on the Strategic Report. The revised guidance takes account of recent changes to the corporate reporting framework and other developments in corporate reporting practice. The guidance has changed to non-mandatory good practice guidance rather than a best practice statement.

London Stock Exchange launches new private securities market

On 5 February 2026, the London Stock Exchange (LSE) published final versions of its Private Securities Market (PSM) rulebooks, facilitating the launch of the PSM. The LSE will operate the PSM as a PISCES, using its existing trading infrastructure to enable private companies to facilitate trading of their securities at intervals through an auction facility. The rulebooks and the PSM are effective from 5 February 2026.

FCA issues fines for breaches of UK MAR

On 10 February 2026, the Financial Conduct Authority (FCA) announced that it had issued final notices to two individuals and imposed combined fines of £108,731 for purchasing shares in Bidstack Group plc while in possession of, and using, inside information in breach of Article 14 of the Market Abuse Regulation (UK MAR). In December 2021, Bhavesh Hirani was the interim Chief Financial Officer at Bidstack Group plc and had access to inside information about a major upcoming deal between Bidstack and a large video game publisher.

Before it was announced to the public, Mr Hirani passed this confidential information to Dipesh Kerai. Mr Hirani then opened a trading account in Mr Kerai’s name and, with his help, bought 1.3 million Bidstack shares. When the deal was made public, Bidstack’s share price rose by more than 125% making Mr Kerai a substantial profit.

FCA fines former CEO of Carillion for misleading statements

On 16 February 2026, the FCA issued a final notice to the former group chief executive of Carillion plc, imposing a fine of £237,700 for being knowingly concerned in breaches by Carillion plc of the Market Abuse Regulation (EU MAR) and the Listing Rules. The FCA held that Mr Howson was aware of serious financial troubles in Carillion’s UK construction business.

He failed to reflect this in company announcements or alert its board and audit committee, leading to poor oversight and misleading statements being issued by Carillion plc. The FCA has also issued a final notice to Carillion plc itself, censuring it for contraventions of EU MAR and the Listing Rules.

ESMA consults on changes to EU MAR guidance

On 19 February 2026, the European Securities and Markets Authority (ESMA) published a consultation paper proposing amendments to its guidelines on the delay in the disclosure of inside information under the EU MAR. The amendments are designed to align the guidelines with changes to the disclosure regime as implemented by the EU Listing Act, which amends EU MAR by providing that protracted processes are no longer subject to the obligation to disclose inside information until completion. Although not strictly relevant to UK public companies, the FCA has stated in the past that it would take note of guidance published by ESMA.

FCA issues clarification statement on notifications relating to admissions to trading

On 19 February 2026, the FCA issued a statement clarifying the requirements for issuers to notify a Regulatory Information Service (RIS) of any admission to trading. Following the Public Offers and Admissions to Trading Regulations (POATRs) coming into force on 19 January 2026, the FCA has been notified of potentially overlapping obligations in the UK Listing Rules (UKLR) and the Prospectus Rules: Admission to Trading on a Regulated Market sourcebook (PRM Rules) which are causing uncertainty for issuers. In particular, the POATRs introduced a requirement for issuers to notify a RIS of any admission to trading within 60 days of the admission (PRM 1.6.4R).

The FCA understands that potentially overlapping provisions in the UKLR are causing uncertainty for issuers who previously would have relied on the exemption for block listings in UKLR 6.4.4R(4), which was removed when the POATRs came into force. The FCA has therefore confirmed it intends to consult shortly on removing UKLR 6.4.4R(4) (and other equivalent provisions in the UKLR). This would result in issuers only being subject to the 60-day notification requirement in PRM 1.6.4R for admissions to trading.

FTSE women leaders review published

On 24 February 2026, the FTSE Women Leaders Review published the fifth annual FTSE Women Leaders Report 2025, which details progress during the year towards achieving greater gender balance on the boards and senior leadership teams of the FTSE 350 companies. The review highlights continued progress with 88% of FTSE 350 companies either reaching or approaching the 40% target for women on boards during the year.

UK Sustainability Reporting Standards published

On 25 February 2025, the Department for Business and Trade (DBT) published the final UK Sustainability Reporting Standards: UK SRS 1 and UK SRS 2, which are based on the standards published by the International Sustainability Standards Board (ISSB) in June 2023 and include amendments made to IFRS S2 by the ISSB issued in December 2025.

FCA publishes change to share buyback reporting obligations

On 27 February 2026, the FCA published Handbook Notice 138, which sets out amendments to the FCA Handbook made by the FCA Board in January and February 2026. The most significant amendment is the change to share buyback reporting obligations under UKLR 9. The change means that listed companies are no longer required to notify purchases of own shares as soon as possible. Instead, notification is required by the end of the seventh ‘daily market session’ after the relevant transaction.

Updates for March 2026

20 March – closing date for responses to FCA consultation on proposals to replace current climate-related disclosure rules for listed companies with new requirements in line with UK Sustainability Reporting Standards.

31 March – closing date for Companies House/HMRC joint online accounts filing service.

31 March – closing date for DBT consultation on various measures to reform the UK’s competition regime.