Key Points
- Consultation responses due by 15 October 2025.
- Changes could be implemented by 31 March 2026.
- Share buy-backs – timing of notification to the market could be extended allowing companies to aggregate purchases made over a week and issue a combined notification, rather than having to notify each purchase by early next morning.
Background
On 10 September 2025, the FCA published its quarterly consultation paper 49. The consultation invites responses (by 15 October 2025) on proposed changes in several areas, including penalties policy, mutual societies registration, reporting, sustainable finance and market rules.
The changes proposed are mostly technical or minor amendments aiming to update rules, reduce burdens on firms, enhance clarity, or align UK law with the regulatory regime.
Key Proposals (Chapters at a Glance)
- PISCES (Private Intermittent Securities and Capital Exchange System), a new share trading system for private companies, allowing intermittent trading windows. The FCA proposes to extend its existing Decision Procedure and Penalties Manual (DEPP) to PISCES, to enable financial penalties or public censure under sections of the Financial Services and Markets Act to apply.
- Removing statutory declarations for mutual societies when they are not legally mandated.
- Reducing the frequency of some reporting under the Retail Mediation Activities Return, making Sections E (professional indemnity insurance), G (training and competence) and M (pension transfer specialist advice) an annual requirement.
- Minor amendments to Sustainability Disclosure Requirements – clarifying the rules around ESG labels and product-level sustainability reports. In particular, allowing index-tracking funds to meet asset “selection” requirements and to give firms more flexibility in reporting periods.
- Amendments to the Perimeter Guidance manual (PERG) due to “onshored” Markets in Financial Instruments Directive Organisational Regulation ('MiFID Org Reg'), the relevant parts have been restated in UK legislation via the Regulated Activities Order (RAO). The FCA proposes corresponding updates to the Perimeter Guidance manual to reflect those changes.
- Notifying purchases of own securities under UK Listing Rules (UKLR) aligning the timing and frequency of post-trade share buy-back notifications with those under Market Abuse Regulation, specifically for the buy-back programme exemption. (See below for more detail).
- Implementing the Berne Financial Services Agreement, where changes are required to facilitate cross-border financial services between the UK and Switzerland.
- Contactless payment limits – proposed technical standards to remove the regulatory cap on values of contactless payments in some cases, allowing banks / payment service providers to apply risk-based assessments.
The FCA has stated that it considers most of these proposals will reduce regulatory burden or costs for firms.
Next Steps
The FCA will review responses and decide what to take forward (forms, handbook guidance) which could be implemented by 31 March 2026. For other changes, after consultation, there would be final rules / amendments published.
Further Details in relation to dealing in own shares
UKLR 9
UKLR 9 is the section of the FCA’s UK Listing Rules dealing with further issuances, dealing in own securities and treasury shares, for companies with a listing of equity shares in the “equity shares (commercial companies)” category.
What UKLR 9.6.6R Currently Requires
Any purchase of its own equity shares by (or on behalf of) the company (or its group) must be notified to a Regulatory Information Service (RIS).
Notification must be “as soon as possible”, and no later than 7.30am on the business day following the calendar day on which the purchase occurred.
What CP25/24 Proposes for UKLR 9.6.6R
The FCA is proposing changes to UKLR 9.6.6R to align the UKLR share buy-back / purchase notifications with those under the UK Market Abuse Regulation (UK MAR), specifically the “safe harbour” conditions and obligations, and to reduce duplication / potential burdens.
Key proposed changes:
Extend the deadline for notification to no later than the end of the 7 daily market session following the purchase. This would allow companies to aggregate purchases made over a week and issue a combined notification, rather than having to notify each purchase by early next morning.
Also, the FCA is seeking views on whether the notification requirement is still proportionate or useful, including with respect to purchases of convertible securities.
Why the Change is Being Considered
The FCA has observed that the current UKLR deadline sometimes overlaps or conflicts with other regulatory requirements (e.g., under UK MAR for buy-back programmes).
The change is intended to reduce the regulatory burden and improve efficiency, giving companies more flexibility to compile notifications weekly rather than having to submit many small ones quickly after each trade.
Also, the change aims to ensure consistency so that companies using the “safe harbour” under Market Abuse Regulation can align their buy-back notifications under UKLR with those safe harbour requirements.
The FCA uses its quarterly consultation mechanism to propose technical or housekeeping amendments to its Handbook, firms and entities operating in the areas touched by these rules may want to review whether the proposed changes will affect their compliance obligations