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Comment & Opinion

Capital Markets Update: July 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.

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July’s news

FCA confirms regulatory fees and levies

On 2 July 2026, the Financial Conduct Authority (FCA) published Policy Statement 26/14 (PS 26/14), confirming its final regulatory fee and levy rates for 2026/27. The rates follow an earlier consultation on how the FCA proposed to recover the costs of delivering its Work Programme 2026/27. PS 26/14 summarises the FCA’s response to feedback, with the final fees and levy rates set out in Appendix 1.

FCA publishes Primary Market Bulletin 64

On 6 July 2026, the FCA published Primary Market Bulletin 64, covering its follow-up review of total voting rights (TVR) disclosures and issuer notifications under UKLR 7.3 (Significant transactions). The FCA reminds issuers to state TVR figures clearly, use the appropriate headline classification where possible, and make explicit where TVR information forms part of a wider announcement. For significant transactions, risk disclosures should be transaction-specific and clearly explain the risk to the company, rather than relying on generic wording.

Takeover Panel consults on Takeover Code amendments

On 9 July 2026, the Takeover Panel published Panel Statement 2026/8, announcing Public Consultation Paper 2026/1. The paper proposes various amendments to the Takeover Code, aimed at clarifying and simplifying its provisions, reflecting elements of the Panel Executive’s existing practice and ensuring the Takeover Code remains clear and effective.

Government announces legislation to replace stamp duty

On 13 July 2026, Government published draft legislation introducing a securities transfer tax (STT) to replace stamp duty and stamp duty reserve tax (SDRT). The draft legislation was published as part of a wider package of tax measures for inclusion in the Finance Bill 2026-2027. STT is intended to operate as a fully digital and self-assessed regime, with reporting and payment through a new HMRC portal. Government states that it is aiming to introduce STT, its legislative framework and the new online portal in 2027. Stamp duty and SDRT will no longer apply to transfers of securities entered into on or after the STT commencement date. Transitional arrangements will apply for a period of four years from the commencement of STT in relation to transfers of securities entered into before the commencement date where stamp duty or SDRT is applicable but is not due to be reported on or paid until on or after the commencement date. Government intends to provide an update on the commencement date in the autumn of 2026. The closing date for commenting on the draft legislation is 7 September 2026.

Plans published to phase out paper share certificates

On 14 July 2026, the Dematerialisation Market Action Taskforce (DEMAT) published its Implementation Plan, recommending steps to withdraw paper share certificates as evidence of ownership and replace them with digital share registers by the end of 2027. The plan is the first stage of a phased programme to modernise the share ownership framework for publicly traded UK companies, with the long-term aim of moving to a fully intermediated system in which all institutional and retail shareholders hold shares digitally. Government has accepted all DEMAT’s recommendations and will legislate to require all publicly traded UK companies to maintain digital share registers and stop issuing paper share certificates. The legislation is expected to come into force before the end of 2027, with the exact date to be confirmed.

CLLS comments on proposed AIM Rules changes

On 14 July 2026, the City of London Law Society (CLLS) published a Response to the London Stock Exchange’s consultation in AIM Notice 62 on proposed amendments to the AIM Rules for Companies (AIM Rules) and the AIM Disciplinary Procedures and Appeals Handbook. The reforms seek to reduce unnecessary burdens on AIM companies and make AIM more attractive, including through changes to admission requirements, accounting standards and the treatment of second-line securities. The CLLS broadly supports the proposals and welcomes greater flexibility for fundraisings, acquisitions and international applicants, but calls for further guidance on areas including ‘Capital Access Windows’, reverse takeovers, related party rules and nominated adviser expectations. It also cautions that some proposals could create uncertainty or add burdens for AIM companies, particularly in relation to related party definitions, governance disclosures and ‘analyst-style’ disclosure obligations.

Applying materiality in corporate reporting

On 29 July 2026, the Financial Reporting Council (FRC) published Insights: Applying materiality in corporate reporting. The report is intended to help companies, investors and other users of UK annual reports understand how materiality should be applied and assessed. The FRC describes materiality as central to high-quality reporting and stresses that directors must exercise judgement in deciding what information to include in a company’s annual report. The new webpage answers frequently asked questions and offers practical tips to help companies develop their own approach to applying materiality when preparing annual reports.

FCA clarifies PRM Rules

On 31 July 2026, the FCA published Handbook Notice 143, confirming Handbook changes made in June and July 2026, including clarificatory amendments to the PRM Rules. The amendments clarify points relating to the director/employee securities exemption, final terms publication, protected forward-looking statements, prospectus submissions and approval, IPO prospectus publication, and supplementary prospectuses and withdrawal rights. The instrument came into force on 31 July 2026.

Looking ahead to August 2026

14 August – closing date for the FCA’s consultation on proposed amendments to the UK Listing Rules for closed-ended investment funds to manage conflicts of interest and protect shareholders.

31 August – market participants and advisers are encouraged to notify the FCA of potential ‘snagging’ issues with the UK Listing Rules and PRM Rules by this date.

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