More FTSE 350 companies adopting flexible capital raising guidance with investor support remaining strong
News types: Publications
Published: 9 December 2025
Issued on behalf of the Pre-Emption Group (PEG)
More UK listed companies are taking advantage of updated guidance that makes it easier to raise capital quickly, highlights the latest annual monitoring report from the Pre-Emption Group (PEG), to which the Financial Reporting Council (FRC) is secretariat.
UK equity shareholders have existing “pre-emption rights” - meaning they get first refusal when a company issues new shares. This protects their ownership from being diluted. Companies can request that investors disapply (waive) this right, allowing them to raise capital more quickly when opportunities arise.
This year’s Annual Monitoring Report found that 77.6% of FTSE 350 companies[1] followed the 2022 Statement of Principles to seek shareholder authority to waive pre-emption rights, up from 67.1% last year and 55.7% two years ago.
Investor support for the updated guidance remains strong, with 99.1% of all waiver resolutions passing. The average votes against these resolutions stood at 5.1%, demonstrating broad confidence in how companies are using the enhanced flexibility.
The PEG revised its statement of Principles in 2022 to allow companies the flexibility to waive pre-emption rights over a larger percentage of total share capital. These changes were made to improve access to capital and to encourage growth and maximise shareholder value.
The monitoring report finds continued year-on-year uptake in the enhanced thresholds, demonstrating that investors and companies are embracing these changes.
Sir Keith Skeoch, Pre-Emption Group Chair"As we enter our third year of our Annual Monitoring Reports, I am delighted to report that uptake of the 2022 Statement of Principles remains strong, with more than three quarters of FTSE 350 companies now following the guidance. Encouraging transparency and flexibility in UK capital markets remains central to the Group’s work, and we look forward to maintaining our oversight of this market behaviour.”
Footnotes
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[1]
During the study period, a total of 364 FTSE 350 companies held an AGM; this includes 106 companies and investment trusts who were in the FTSE 100 at the time of their AGM and 258 companies and investment trusts who were in the FTSE 250 at the time of their AGM. These companies sit across the commercial companies category and the closed-ended investment funds category per the Financial Conduct Authority’s listing rules.