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Comment & Opinion

Capital Markets Update: January 2026

Welcome to Capital Markets Update, the monthly briefing from the Corporate Group at Walker Morris rounding up the previous month’s regulatory developments within the equity capital markets and looking ahead to future developments.

January’s news

Amended guidance on the meaning of ‘significant influence or control’

On 5 January 2026, Government laid before Parliament and published revised draft versions of its statutory guidance on the meaning of ‘significant influence or control’ over a company in the context of the people with significant control (PSC) regime. The amended guidance reflects the new reporting regime for PSCs introduced by the Economic Crime and Corporate Transparency Act 2023, which replaced the duty to maintain a local PSC register on 18 November 2025. Subject to those changes, no substantive amendments are made to the versions currently in force.

AQSE consults on rule amendments

On 6 January 2026, Aquis Stock Exchange (AQSE) launched a consultation setting out proposed changes to its Aquis Growth Market Rulebooks flowing from implementation of the new public offers and admissions to trading regime that came into force on 19 January 2026. The consultation closed on 14 January 2026, and the updated rules became effective on 19 January 2026.

FCA fines former directors of Carillion plc

On 7 January 2026, the Financial Conduct Authority (FCA) issued final notices to two former group finance directors of Carillion plc, imposing fines of £232,800 and £138,900 for being knowingly concerned in breaches by Carillion during 2016 and 2017 of the Market Abuse Regulation and the Listing Rules. The penalties were reduced to take account of co-operation during the FCA’s investigation.

DBT confirms delay to audit reform legislation

On 7 January 2026, the Department for Business and Trade (DBT) confirmed in a written answer to a Parliamentary question that it no longer intends to publish a draft Audit Reform and Corporate Governance Bill in the current session of Parliament.

FCA publishes Primary Market Bulletin 61

On 12 January 2026, the FCA published Primary Market Bulletin 61 which focuses on updating the FCA guidance in the Knowledge Base to reflect changes to the Public Offers and Admissions to Trading Regulations regime which replaced the EU-derived prospectus framework on 19 January 2026. The bulletin confirms that on that date the FCA will finalise seven procedural notes, finalise 39 technical notes and delete seven guidance notes from the FCA Knowledge Base.

LSE updates AIM Rules for Companies

On 16 January 2026, the London Stock Exchange (LSE) published AIM Notice 61, which sets out changes to its AIM Rules for Companies to reflect the implementation of the Public Offers and Admissions to Trading Regulations 2024 (POATRs) on 19 January 2026. The amendments: (i) confirm that AIM companies must comply with the POATRs, the FCA’s Prospectus Regulation: Admissions to Trading on a Regulated Market sourcebook and the FCA’s Market Conduct sourcebook; (ii) confirm that an admission document will not be required for further issues of securities by an AIM company that already has securities of the same class admitted to trading on AIM, admission to trading on AIM of a new class of securities by an AIM company or admission to trading on AIM arising from a restructure which only involves the addition of a new parent or holding company to the AIM company’s group structure; (iii) confirm that where a company is required to produce an admission document, that document must disclose the information required by Regulation 23 of the POATRs. The LSE cannot authorise the omission of any information required by Regulation 23 from an admission document. Admission documents must also include notification of the potential exercise of withdrawal rights; (iv) update Schedule Two of the AIM Rules to list the persons responsible for the information in an admission document (and who may therefore be responsible for compensation arising under Regulation 30 of the POATRs); and (v) change the rules so that forward looking statements made in an admission document are subject to the same liability regime as applies to prospectuses.

LSE publishes updated Admission and Disclosure Standards

On 16 January 2026, the LSE published Market Notice N01/26, setting out administrative changes to its Admission and Disclosure Standards to reflect the implementation of POATR regime on 19 January 2026.

AQSE updates its Growth Market Rulebooks

On 16 January 2026, Aquis Stock Exchange (AQSE) published amended versions of its Growth Market Rulebooks, updated to reflect implementation of the POATRs.  The revised Rulebooks were effective from 19 January 2026.

Delay to compulsory IDV for presenters of information to Companies House

On 19 January 2026, Companies House updated its outline transition plan for reforming its role in connection with the Economic Crime and Corporate Transparency Act 2023. The updated plan confirms that the Spring 2026 due date for the implementation of compulsory identity verification (IDV) for any presenter filing a document at Companies House has been postponed until no earlier than November 2026. The requirement for any third-party agent filing on behalf of a company to be registered as an authorised corporate service provider has also been postponed.

DBT confirms it will not consult on audit reform

On 20 January 2026, the DBT published a letter confirming that Government will not be consulting on audit reform legislation. This follows the DBT’s confirmation earlier in January that it no longer intends to publish a draft Audit Reform and Corporate Governance Bill in the current session of Parliament.

DBT launches consultation on the competition regime

On 20 January 2026, the DBT launched a consultation, seeking views on proposals to improve the pace, predictability, proportionality and process of engagement of the UK’s competition regime. The aim of the consultation is to ensure that the competition framework continues to promote effective competition, support economic growth and deliver benefits for consumers and businesses, while maintaining the independence of the Competition and Markets Authority.

AFME and UK Finance publish updated model equity selling restrictions

On 23 January 2026, the Association for Financial Markets in Europe (AFME) and UK Finance published an updated version of the model equity selling restrictions. The revised wording sets out the restrictions for equity transactions for offering or admissions taking place from 19 January 2026. The UK equity selling restriction wording has been revised to reflect the full entry into force of the POATRs and the FCA’s Prospectus Rules: Admission to Trading on a Regulated Market.

FCA publishes first edition of Enforcement Watch

On 28 January 2026, the FCA published Enforcement Watch 1, a new publication designed to cover insights and themes from the regulator’s enforcement work. This first issue of Enforcement Watch discusses the FCA’s updated publicity policy in action; enforcement case priorities; and how the FCA works and shares information with international law enforcement agencies and regulators.

FCA consults on UK Sustainability Reporting Standards

On 30 January 2026, the FCA published a consultation seeking views on replacing the current Task Force on Climate-related Financial Disclosures aligned listing rules with requirements for in-scope listed companies to report against the UK Sustainability Reporting Standards. The consultation closes on 20 March 2026. If endorsed, the FCA aims for the rules to come into force from 1 January 2027.

Updates for February 2026

1 February – changes to Companies House fees apply from this date.

1 February – Institutional Shareholder Services 2026 UK proxy voting guidelines effective for meetings held from this date.

4 February – amendments to the Takeover Code take effect regarding its application to companies with a dual class share structure, new disclosure requirements for IPO admission documents and changes to provisions on share buybacks.

16 February – closing date for submission of comments on updated guidance on sponsor record keeping requirements discussed in Primary Market Bulletin 61.

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