Listing Rules

REVISED EURONEXT DUBLIN LISTING RULES

Following consultation at the end of last year, revised Euronext Dublin Listing Rules came into effect from 1 January 2025, resulting in significantly reduced continuing obligations for equity issuers, with several previously mandatory obligations removed. Key changes include:

• removal of rules regarding significant transactions (including class tests) and related-party transactions, reducing the number of transactions requiring shareholder approval and a circular;
• removal of rules regarding dealings in own securities and treasury shares, including the rules relating to share buybacks;
• annual report obligations are limited to corporate governance disclosures and the auditors’ report, reducing the disclosure burden for issuers;
• prior shareholder approval no longer required for adoption of employee share schemes/long-term incentive plans;
• no requirement for a written agreement with a controlling shareholder; and
• removal of rules on secondary listings, so that the Listing Rules apply equally to all issuers.

Continuing obligations relating to notification of board changes, notification of shareholder resolutions, annual reports and audit reports have been retained.

The Irish Corporate Governance Annex has been removed with issuers now required to report against the new Irish Corporate Governance Code, save for issuers dual-listed in Ireland and the UK who are permitted to follow the Irish Code or the UK Corporate Governance Code (issuers subject to the UK Listing Rules will continue to be required to report against the UK Corporate Governance Code).

The rules previously governing reverse takeovers have been replaced with new rules on “reverse listings”.

For more information on other key changes made to the rules, read our Insights: Euronext Dublin Publishes Revised Listing Rules.

PROPOSED CHANGES TO FCA HANDBOOK

The FCA recently consulted on proposed amendments to the FCA Handbook, including the UK Listing Rules and the Disclosure Guidance and Transparency Rules. The proposed amendments include changes to bring the Handbook references to the UK Corporate Governance Code up to date so that they refer to the 2024 version of the UK Code.