In the context of the Listing Rules, admitted to the Official List maintained by the FCA in accordance with section 74 of FSMA 2000.

On 5 September 2024 the Listed Investment Companies (Classification etc) Bill 2024-25, a private member’s Bill sponsored by Baroness Bowles of Berkhamsted, was introduced to Parliament and had its first reading in the House of Lords. The Bill relates to collective investment undertakings of the closed-end type, the shares of which are admitted to trading on any market or venue operated by a UK recognised investment exchange, known as Listed Closed-End Investment Companies (LCICs).

This Practice Note outlines the issues that arise in a private M&A transaction (whether structured as a share purchase transaction or asset purchase transaction) where a party to the transaction is a company whose shares have a listing in the equity shares (commercial companies) category or in the transition listing category on the Official List of the Financial Conduct Authority (FCA) and are admitted to trading on the main market for listed securities (Main Market) or are admitted to trading on AIM. It also covers issues common to all public companies, whether listed on a stock exchange or not. In such circumstances, the buyer and/or seller may need to issue appropriate announcements to the market which contain certain mandated enhanced disclosures. In circumstances where the transaction constitutes a reverse takeover (see below) and the buyer is a listed company, the buyer may need to send an explanatory circular to its shareholders and gain their approval for the acquisition at a general meeting (such approval will become a condition to completion and therefore

Listing aims to protect historically or architecturally important buildings and their surroundings from changes which materially alter the importance of the building or its setting. Listed building consent must be obtained to demolish, alter or extend a listed building in any way that affects its character.

What is a Listed Building Heritage Partnership Agreement? A Listed Building Heritage Partnership Agreement (HPA) is a statutory agreement made under sections 26A and 26B of the Planning (Listed Buildings and Conservation Areas) Act 1990 (P(LBCA)A 1990) between a local planning authority (LPA) and the owner of a listed building. An HPA allows the LPA to grant listed building consent for the duration of the agreement for specified works of alteration or extension (but not demolition) of those listed buildings. See Practice Note: Listed building regime and listed building consent in England. When considering whether to grant listed building consent in an HPA, LPAs must have special regard to the desirability of preserving the building or its setting or any features of special architectural or historic interest possessed by the listed building(s) to be included in the HPA. The National Planning Policy Framework policies on conserving and enhancing the historic environment apply, as relevant, to heritage-related consent regimes for which LPAs are responsible under P(LBCA)A 1990. Why are HPAs used? HPAs remove the need

Until 4 November 2024, the planning law on listed buildings in Wales was set out in the Planning (Listed Buildings and Conservation Areas) Act 1990. The Historic Environment (Wales) Act 2023 (HE(W)A 2023) consolidated and replaced legislation in relation to the historic environment in Wales, including listed buildings. HE(W)A 2023 received Royal Assent on 14 June 2023 and came into force on 4 November 2024. For more information on listed building heritage partnership agreements in England, see Practice Note: Listed building heritage partnership agreements in England. What is a listed building heritage partnership agreement? A listed building heritage partnership agreement (LBPA) is a voluntary statutory agreement between a local planning authority (LPA) or the Welsh Ministers, the owner of a listed building and other parties. LBPAs can incorporate listed building consents for agreed works, to be carried out during the lifetime of the LBPA, and can also specify what does and does not require listed building consent in the context of an overall conservation management plan. They can thereby save time and resources for the

Purpose of listing The main purpose of listing is to protect buildings of special architectural or historic interest and their surroundings from changes which materially alter the importance of the buildings or their setting. Once a building is listed, listed building consent may be needed, in addition to any potential need for planning permission, for works to the buildings, and breaches of the listed building regime are subject to criminal penalties and enforcement action. The definition of a listed building in the Planning (Listed Buildings and Conservation Areas) Act 1990 (P(LBCA)A 1990) is a building which is for the time being included in a list compiled under P(LBCA)A 1990 (see ‘What can be/is listed?’ below). Further: • any object or structure fixed to the building, and • any object or structure within the curtilage of the building which, although not fixed to the building, forms part of the land and has done so since before 1 July 1948 is treated as part of the listed building (ie the building included in the

Until 4 November 2024, the planning law on listed buildings in Wales is set out in the Planning (Listed Buildings and Conservation Areas) Act 1990 (P(LBCA)A 1990). The Historic Environment (Wales) Act 2023 (HE(W)A 2023), which received Royal Assent on 14 June 2023, consolidated and replaced legislation in relation to the historic environment in Wales, including listed buildings. HE(W)A 2023, Pts 3 and 5 set out the statutory requirements relating to listed buildings in Wales. Some provisions relating to regulation-making are in force from 9 September and most of the rest of HE(W)A 2023 is in force from 4 November 2024—see: Coming into force. Note that the case law in this Practice Note relates to P(LBCA)A 1990 as it applied in Wales before HE(W)A 2023 came into force. Whether it remains relevant to the interpretation of the replacement provisions under HE(W)A 2023 will need to be clarified in future case law, particularly where the wording of particular duties and requirements has been changed. For guidance on listed buildings in England, see Practice

There are four ways in which a local planning authority (LPA) may take enforcement action against unauthorised works to a listed building in England: • through service of a listed building enforcement notice, and/or • through service of a temporary stop notice • through a prosecution, and/or • seeking an injunction Whether or not an LPA takes enforcement action, unauthorised works also constitute a criminal offence. For more guidance about listed buildings in general, see Practice Note: Listed building regime and listed building consent in England. The National Planning Policy Framework confirms that heritage assets are an irreplaceable resource and should be conserved in a manner appropriate to their significance so that they can be enjoyed for their contribution to the quality of life of existing and future generations. The enforcement regime is an essential part of such protection. What constitutes unauthorised works to a listed building and offences Section 7 of the Planning (Listed Buildings and Conservation Areas) Act 1990 (P(LBCA)A 1990) states that no person shall execute or

Until 4 November 2024, the planning law on listed buildings in Wales was set out in the Planning (Listed Buildings and Conservation Areas) Act 1990 (P(LBCA)A 1990). The Historic Environment (Wales) Act 2023 (HE(W)A 2023) consolidated and replaced legislation in relation to the historic environment in Wales, including listed buildings. HE(W)A 2023 received Royal Assent on 14 June 2023. HE(W)A 2023, Pts 3 and 5 set out the statutory requirements relating to listed buildings in Wales. Some provisions relating to regulation-making came into force from 9 September 2024 and most of the rest of HE(W)A 2023 came into force from 4 November 2024. For information on the listed buildings enforcement and criminal liability regime in England, see Practice Note: Listed buildings enforcement and criminal liability regime in England. Note that the case law in this Practice Note relates to P(LBCA)A 1990 as it applied in Wales before HE(W)A 2023 replaced it. Whether it remains relevant to the interpretation of the replacement provisions under HE(W)A 2023 will need to be clarified in future

A company that has any class of its securities admitted to the Official List, as well as admission to trading on a Recognised Investment Exchange (RIE).

STOP PRESS: A significant restructuring of the UK listing regime came into effect on 29 July 2024, which included the removal of the premium and standard listing segments and the creation of a single listing category for equity shares in commercial companies. The commercial companies category is heavily disclosure-based and sits alongside other listing categories such as the shell companies, secondary listing and closed ended investment fund categories. A new UK Listing Rules sourcebook came into force to implement the changes and the previous Listing Rules sourcebook was revoked. For further information see Practice Note: Reform of the UK listing regime—fundamentals. This Checklist reflects the listing regime as it was prior to 29 July 2024. A limited company may buy back its own shares, if certain conditions set out in the Companies Act 2006 (CA 2006) are met. This is known as a share buyback or a purchase of own shares. In addition to the provisions of the CA 2006, there are other rules and guidelines that are relevant to a listed company or an AIM company.