Pre-IPO TerminalUK Listing Rules & IPO Intelligence
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What has to be true, and by when

Pick the month you want to be admitted and the route you are listing by. The table back-solves the market’s conventional phasing against the month and names the rules your route puts in it. Then the handover column says what your reporting accountant has to see, and when; and the five lists after it say which of the 73 criteria are constrained by something other than how hard you work — operating history, an event you do not control, a meeting calendar, the number of entities in the perimeter, and the seven gates.

The useful finding is usually the first list. Five criteria are discharged by evidence that a procedure ran — the last three months’ close, the issue dates for the last six periods, the two most recent re-forecasts. There is no way to produce that in the last quarter, at any price, which is why the diagnostic belongs at T-12 rather than at T-6.

Five more fire on an event rather than on a cycle, and cannot be closed on demand for the opposite reason: you do not choose when a significant transaction or a material event between board dates arrives, so the procedure has to be standing before it does. What this will not do is treat a quiet period as a control gap — each of those five states what discharges it when the trigger has never fired.

Your listing route

It changes the rows that name a rule, and what has to be in place at home. It changes no date, and nothing any scan scores.

No route chosen, so the page is drawn for a direct share listing (ESCC), the strictest: the sponsor's confirmation and the board's both appear. Choosing a route changes the rows that name a rule and adds what that route needs at home; it changes no date.

From the start, on your route

Your company

Three facts about the company that decide what your route adds to the start of the plan — the same three the free scan asks. Leave any you cannot answer yet.

Is the listing company incorporated in the UK?

The company whose shares are listed, or whose shares stand behind the certificates.

Which framework are the last three years' statutory accounts in?

It decides whether the historical financial information in the prospectus has to be restated.

Which body oversees the financial reporting and the audit today?

The body, or bodies, that monitor the financial reporting, internal control and the statutory audit.

On the route and answers above, nothing is added to the start of the plan beyond the rows of the table.

Cannot be created late5

Criteria whose evidence must show the procedure having actually operated — not that a document exists. These run on a cycle, so they produce evidence every period whether or not anything interesting happened, and a late start cannot be recovered: the evidence is history, and history takes time to accumulate. This bar is ours, and it is deliberately stricter than anyone else’s: the FCA’s own guidance to sponsors (Technical Note 708.4) says that when the sponsor gives its confirmation, not all procedures will yet have been operated. Nothing here is a sponsor requirement — it is what buys you a phase 2 with no surprises.

  • 2.4 Delegation of authority · High-level reporting environment
    Either system configuration or a workflow export showing the limits enforced, or a sample of recent approvals at and above each threshold showing the matrix was the one actually followed.
  • 2.6 Whistleblowing policy · High-level reporting environment
    Evidence of communication to staff — intranet posting, induction pack or training record.
  • 2.10 Accounting records · High-level reporting environment
    For the most recent closed month: the trial balance, and the key balance-sheet reconciliations, showing they were completed and reviewed.
  • 3.3 Re-forecasting · Forecasting and budgeting
    The two most recent re-forecasts and what changed between them.
  • 4.2 Reporting timetable · Management reporting framework
    Issue dates for the last six periods, showing whether the calendar was met.

Cannot be closed on demand5

Criteria whose procedure fires on an event rather than on a cycle. You cannot manufacture the evidence, because you do not choose when the trigger arrives — so the procedure has to be standing before it does. Note what discharges each one when the event has not happened: an absence of instances is not a gap, and this product does not treat it as one.

  • 1.6 Mitigation actions · Directors' risk assessment of FPP
    The register itself, with a status and a review date against every mitigating action. A register whose actions all closed inside one cycle has no second version to show, and that is not a gap.
  • 3.8 Replanning on forecast · Forecasting and budgeting
    The documented process alone. A company whose plans have not needed changing has no instance to show, and C(h) requires the procedure, not the event.
  • 4.6 Board information between dates · Management reporting framework
    The documented route alone. D(c) requires the company to be ABLE to inform the board between reporting dates; a period in which nothing material happened produces no instance and is not a gap.
  • 6.4 Transaction approval chain · Significant transaction complexity
    The documented approval sequence alone. A group that has not entered a significant transaction has no minutes to produce, and requiring them would penalise the absence of deals rather than the absence of a control.
  • 9.3 Segregation of duties · IT environment
    The completed review recording a nil return. A review that found no exceptions has no exception log, and treating that as missing evidence penalises the company for being in order.

Bound to a meeting, not to effort16

Criteria whose evidence must carry an identifiable board or committee approval — a minute reference and a date. Short lead times, but they are calendar lead times: ‘we will do it next week’ is often untrue when the committee sits quarterly.

  • 1.1 Risk management framework · Directors' risk assessment of FPP
    Needs an identifiable board or committee approval — a minute reference and a date.
  • 1.9 Directors' FPPP risk assessment · Directors' risk assessment of FPP
    Needs an identifiable board or committee approval — a minute reference and a date.
  • 2.2a Audit committee body · High-level reporting environment
    Needs an identifiable board or committee approval — a minute reference and a date.
  • 2.2 Committee terms of reference · High-level reporting environment
    Needs an identifiable board or committee approval — a minute reference and a date.
  • 2.4 Delegation of authority · High-level reporting environment
    Needs an identifiable board or committee approval — a minute reference and a date.
  • 2.6 Whistleblowing policy · High-level reporting environment
    Needs an identifiable board or committee approval — a minute reference and a date.
  • 2.8 Internal audit · High-level reporting environment
    Needs an identifiable board or committee approval — a minute reference and a date.
  • 3.6 Board approval of the budget · Forecasting and budgeting
    Needs an identifiable board or committee approval — a minute reference and a date.
  • 5.1 ESG oversight mandate · ESG, climate and sustainability reporting
    Needs an identifiable board or committee approval — a minute reference and a date.
  • 5.2 Environmental policy · ESG, climate and sustainability reporting
    Needs an identifiable board or committee approval — a minute reference and a date.
  • 5.4 Business ethics and anti-corruption · ESG, climate and sustainability reporting
    Needs an identifiable board or committee approval — a minute reference and a date.
  • 6.1 Significant transaction policy · Significant transaction complexity
    Needs an identifiable board or committee approval — a minute reference and a date.
  • 7.1 Investment appraisal · Strategic projects and initiatives
    Needs an identifiable board or committee approval — a minute reference and a date.
  • 8.1 IFRS accounting policies · Financial accounting and reporting
    Needs an identifiable board or committee approval — a minute reference and a date.
  • 8.5 Disclosure committee · Financial accounting and reporting
    Needs an identifiable board or committee approval — a minute reference and a date.
  • 9.1 Cybersecurity policy · IT environment
    Needs an identifiable board or committee approval — a minute reference and a date.

Multiplied by the perimeter5

Criteria that must hold at every entity inside the IPO perimeter. One policy is one piece of work; the same policy adopted at eleven subsidiaries is eleven board meetings. This is why a group readiness score is a min() and never an average.

  • 4.1 Monthly management accounts · Management reporting framework
    Must exist separately at every entity inside the IPO perimeter.
  • 5.2 Environmental policy · ESG, climate and sustainability reporting
    Must exist separately at every entity inside the IPO perimeter.
  • 5.4 Business ethics and anti-corruption · ESG, climate and sustainability reporting
    Must exist separately at every entity inside the IPO perimeter.
  • 8.1 IFRS accounting policies · Financial accounting and reporting
    Must exist separately at every entity inside the IPO perimeter.
  • 9.2 Logical access controls · IT environment
    Must exist separately at every entity inside the IPO perimeter.

Not a plan — the seven gates7

A sponsor cannot give the confirmation without these. On a short timetable they are not items to sequence but the reason the date moves: the honest options are to move the date or to cut the perimeter.

  • 1.9 Directors' FPPP risk assessment · Directors' risk assessment of FPP
    UKLR 24.3.2R(5)
  • 2.2a Audit committee body · High-level reporting environment
    DTR 7.1.1R–7.1.3R
  • 2.3 ICFR framework · High-level reporting environment
    UKLR 20.2.4AR
  • 3.2 Controlled financial model · Forecasting and budgeting
    UKLR 24.3.2R(5)
  • 4.1 Monthly management accounts · Management reporting framework
    UKLR 24.3.2R(5)
  • 8.1 IFRS accounting policies · Financial accounting and reporting
    PRM 4.4.11R–4.4.13R
  • 8.6 MAR and inside information · Financial accounting and reporting
    UK MAR Art. 17(1)

What this is not

  • It is not your timetable. It is the market’s conventional phasing, dated against a month you chose. Your advisers will produce a real one, and it will differ.
  • It does not say whether you will make it. Nothing here predicts an outcome. It says what has to be true by when; whether it is true is what the free scan is for.
  • It covers the technical column only. Governance, the finance function, structure and capacity. The equity story, guidance and capital structure are the commercial column, and they are not ours.

The clock does not stop at admission — see the post-admission obligations. Every criterion named above is published in full, with its rule cite and evidence test, on the 73 criteria.