3rd September 2025
Welcome to the current edition of Capital Markets Update, the monthly briefing from our Corporate group rounding up the previous month’s regulatory developments within the equity capital markets and looking ahead to future developments.
On 5 August 2025, Companies House announced that identity verification will be compulsory for all individuals who become directors and people with significant control (PSCs) with effect from 18 November 2025. At the same time, a 12-month transition period will start for existing directors and PSCs to verify their identity and provide their unique identifier (also known as a personal code) in their company’s next confirmation statement. Companies House has also confirmed that on the same date, the current requirement for companies to maintain their own registers of directors, secretaries and PSCs will be abolished.
On 7 August 2025, the Financial Conduct Authority (FCA) published the findings of its review into share buybacks conducted by UK listed equity issuers. The FCA analysed 165 buybacks worth £40bn executed by seven banks over an 18-month period, alongside engagement with issuers, investors and trade associations. The review focused on how banks structure, market and execute buybacks, particularly for FTSE 350 issuers. The review found that buybacks have become a prominent method of capital return and that banks generally delivered fair outcomes. However, the FCA identified areas for improvement in how banks educate issuers and disclose product features and potential outcomes.
On 26 August 2025, the FCA published a PISCES Approval Notice (PAN) approving the London Stock Exchange (LSE) to operate a PISCES as a sandbox entrant. The LSE is the first operator to be granted a PAN by the FCA for its Private Securities Market.
On 26 August 2025, the LSE published market notice N09/25, together with two draft new rulebooks for its new Private Securities Market and amended versions of both the Rules of the London Stock Exchange and its Admission and Disclosure Standards. The proposed new rulebooks and amended rules are subject to market consultation until 9 September 2025.
On 27 August 2025, Companies House announced that from 13 October 2025, its WebFiling service will only be accessible via GOV.UK One Login. From this date, users signing into WebFiling will be redirected to connect their accounts to GOV.UK One Login. Anyone who shares access to a WebFiling account will need to create their own GOV.UK One Login, using a different email address, and will no longer be able to access information in the shared account.
1 September – new corporate criminal offence of failure to prevent fraud committed by employees and others introduced by the Economic Crime and Corporate Transparency Act 2023 comes into force.
9 September – closing date for feedback on the LSE’s draft rulebooks for its PISCES platform, the Private Securities Market.
12 September – closing date for comments on updated guidance in a Technical Note on the sponsor regime and a draft Technical Note on prospectus requirements for issuers with a complex financial history discussed in Primary Market Bulletin 57.
17 September – closing date for responses to three consultations on proposals to develop and modernise the UK’s sustainability reporting framework.
26 September – closing date for comments on a proposed new framework for the application of the Takeover Code to companies with a dual class share structure and other amendments to the Code in relation to IPOs and share buybacks set out in PCP 2025/1.