Knowledge base

The Knowledge Base is our source of technical guidance on our Listing Rules, Prospectus Regulation Rules and Disclosure and Transparency Rules. The information is designed to help issuers and practitioners interpret these rules.

Application of Knowledge Base materials (such as technical notes and procedural notes) under the Prospectus Regulation and following the end of the Brexit transition period

The Knowledge Base materials on this page have not yet been updated to reflect changes to our Handbook and the adoption of UK versions of relevant EU legislation (such as the Prospectus Regulation and the Market Abuse Regulation) which came into effect at the end of the Brexit transition period on 31 December 2020.

Pending these updates, we expect firms and other market participants to sensibly and purposefully interpret references to EU or EU-derived law in light of the provisions of the European Union (Withdrawal) Act 2018 and any changes to the underlying provision as it is preserved or converted into UK law.

For more information, see our approach to non-Handbook guidance where it relates to EU law or EU-derived law, and our pages about equivalence of non-UK regimes and shareholding notification and disclosure for information relating to changes to the Disclosure Guidance and Transparency Rules as a result of EU withdrawal.

We are also continuing to update our Knowledge Base to reflect the changes to the regime made by the EU Prospectus Regulation, which came into full effect from 21 July 2019. We're doing this in stages as we need to update around a third of the 93 current technical and procedural notes.

Pending completion of these updates, please apply the guidance in the technical notes and procedural notes below to prospectuses and other listing documents (as applicable), to the extent that the guidance in the notes remains compatible with the Prospectus Regulation.

 

The guidance notes provide answers to the most common queries we receive and they are intended to provide FCA Guidance. For a summary of the legal effect of FCA Guidance please see our Reader’s Guide.

See our contact page for other ways to get guidance on the rules including requests for individual guidance.

In connection with debt issues, you may also wish to refer to our Early Engagement Team and enquiry service.

On this page:

Procedural notes

Technical notes

Eligibility for listing

Governance and conduct

Transactions

Working capital

Profit forecasts and estimates

Closed-ended investment funds

Specialist companies

Periodic financial information

Regulatory announcements including inside information

Disclosure of positions held by issuers, investors and management

Public offers, admission to trading and the marketing of securities

Prospectus content

Sponsors

Reference numbers explained

The Guidance notes have been arranged into categories by theme. Each note has been assigned a unique reference number (e.g. UKLA/TN/101.1 or UKLA/PN/901.1).

The ‘TN’ indicates that it is a Technical note and the ‘PN’ indicates that it is a Procedural note.

The first three digits, ‘101’ and ‘901’ refer to the topic or title of the note.

The final digit ‘1’ indicates that it is the first version of this note to be published. If changes are made to the note in the future, the final digit will be changed to ‘2’, ‘3’ etc to reflect the most recent version.

Page updates

19/08/2020: Information changed Replaced some technical notes with newer versions that were published today