GC21/1: Primary Market Bulletin No. 34

We are consulting on the following proposed changes to the Knowledge Base.

Background to this consultation

The Knowledge Base is our source of technical guidance on our Listing Rules, Prospectus Regulation Rules and Disclosure and Transparency Rules. It consists of a series of short procedural and technical notes published in PDF form and ordered by topic. The information is designed to help issuers and practitioners interpret these rules.

Summary of our proposals

We are consulting on the following proposed changes to the Knowledge Base.

New Technical Note TN/619.1 is marked to show changes from the source text. For ease, amended Technical Notes are presented with changes marked, except where significant amendments have been made.

The addition of four new technical notes

Guidelines on disclosure requirements under the Prospectus Regulation; and Guidance on specialist issuers (Primary Market / TN / 619.1)

Global Depositary Receipts (GDRs) (Primary Market / TN / 607.1)

Order of information in the prospectus (Primary Market / TN / 636.1)

Level of disclosure for securities subject to conversion or write-down powers (Primary Market / TN / 637.1)

Amending one existing procedural note:

Public offer prospectus – Drafting and approval (UKLA / PN / 904.3)

Amending ten existing technical notes

Working capital statement – Basis of preparation (UKLA  / TN / 320.1)

Working capital statements and risk factors (UKLA / TN / 321.1)

Profit forecasts and estimates (FCA / TN / 340.2)

Public offers (Primary Market / TN / 601.2)

Exemptions from the requirement to produce a prospectus (Primary Market / TN / 602.3)

Prospectus Regulation advertisement regime (UKLA / TN / 604.1)

Supplementary prospectuses (Primary Market / TN / 605.3)

Documents available for inspection (Primary Market / TN / 623.1)

Prospectus content – Financial information (UKLA / TN / 627.1)

Pro forma financial information (UKLA / TN / 633.1)

We summarise our proposals in Primary Market Bulletin No. 34

Cost benefit analysis

A cost benefit analysis is not included in this consultation.

We note that ESMA undertook a cost benefit analysis in relation to its Consultation paper on the draft Guidelines in July 2019. Our consultation focuses on the areas where we are diverging from the guidelines. However, we are also interested in whether there are other areas of the guidelines that would cause concern should they be adopted in the UK.

We want to hear what you think

This consultation has now closed. We will publish feedback on responses once we have reviewed your comments.