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Share Buy-backs – Update Following The September 2025 FCA Consultation Paper CP25/24

Wednesday, 18 March 2026

In our article dated 29 September 2025, we highlighted the FCA’s Consultation Paper CP25/24 (Quarterly Consultation 49) on a number of changes, one of which being share buy-backs.

On 27 February 2026, the FCA announced a revision to the Listing Rules as a result of this consultation on share buy-backs.

Relevant Proposal

quote

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.”

What UKLR 9.6.6R Previously Required

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 UKLR 9.6.6R Now 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). This remains the same as the previous requirement.
Notification must be by no later than the end of the 7th daily market session following the date of executive of such purchase. This is the requirement that has changed.

The requirement came into force on 27 February 2026.

Why the Change Was Proposed

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.

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.

Detail from the FCA – 27 February 2026

On 27 February 2026, the FCA published the UK Listing Rules (Notification of Purchases) Instrument (FCA 2026/3) and Handbook Notice 138, following the FCA’s consultation on the draft instrument in 2025.

The instrument amends UKLR 9 (Equity shares (commercial companies): further issuances, dealing in own securities and treasury shares).

The Instrument:

  • Extends the deadline in UKLR 9.6.6R for the notification of purchases of own equity shares by or on behalf of the company or any other member of its group to align with the timing in Article 2(3) of the Buy-back Stabilisation Regulations 2016/1052 (retained EU regulation).  The deadline is now the end of the seventh daily market session following the date of execution of purchase.
  • Amends the deadline in UKLR 9.7.3R for the notification of purchases, early redemptions and cancellations of a company's own securities that are convertible into the class of equity shares that are listed in either UKLR 5 or UKLR 11 to follow the change to UKLR 9.6.6R as closely as possible.  The deadline is now the end of the seventh business day following the date on which the relevant threshold is reached or exceeded.

The FCA states that it has not changed the content of the UKLR 9.6.6R notification or introduced a definition of, or guidance on the interpretation of, "daily market sessions" at this stage, but may consider this in the future.

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