GC24/2: Primary Market Bulletin No. 48

Why we are consulting

In CP23/31 we explained that we intend to consult on proposed revisions to key Technical and Procedural Notes to reflect the proposed changes to the Listing Regime, including aspects of the sponsor regime. We are now consulting on the introduction of a new Technical Note and the following changes that we are proposing to make to the Knowledge Base in relation to the listing regime, including rules for sponsors.

The Knowledge Base is the FCA’s repository of non-handbook commentary that has the status of formal FCA guidance. It consists of a series of short procedural and technical notes published in PDF form and ordered by topic. The notes relate to aspects of the Listing Rules, Prospectus Regulation Rules and Disclosure Guidance and Transparency Rules.   

The information is designed to help issuers, sponsors and practitioners interpret these rules.

Summary of our proposals

We are consulting on the following changes to the Knowledge Base. For ease, amended Technical Notes are presented with changes marked, except where significant amendments have been made.

The addition of one new technical note:

Primary Market/TN/721.1 – Sponsor’s confirmation in relation to modified transfer of listing category 

The amendments to the following technical notes:

UKLA/TN/704.3 – The sponsor’s role on working capital confirmations

UKLA/TN/705.2 – Sponsors: uncertain market conditions

UKLA/TN/707.1 – Sponsors who are part of an investment management group

UKLA/TN/708.3 – Sponsor’s obligations on financial position and prospects procedures

FCA/TN/709.4 – Sponsor transactions- Adequacy of resourcing

UKLA/TN/710.1 – Sponsor services: Principles for Sponsors

UKLA/TN/711.1 – Sponsor notifications

UKLA/TN/712.2 – Additional powers to supervise and discipline sponsors

FCA/TN/714.4- Sponsors: Guidance on the competence requirements set out under LR8.6.7R(2)(b)

FCA/TN/715.3 – Sponsors: Practical implications of competence requirements for sponsors and applicants

FCA/TN/718.1 - Sponsor’s duty regarding directors of listed companies

FCA/TN/719.1 – Sponsor’s obligations on established procedures

FCA/720.1 – Sponsor’s obligations on no adverse impact

UKLA/TN/103.1 – The independent business requirements for companies applying for premium listing – interpretation of LR 6.4, LR 6.5 and LR 6.6

UKLA/TN/203.4 – Compliance with the Listing Principles and Premium Listing Principles

UKLA/TN/302.2 – Classification tests

UKLA/TN/304.1 – Amendments to the terms of a transaction

UKLA/TN/307.1 – Aggregating transactions

UKLA/TN/308.3 – Related party transactions – Modified requirements for smaller related party transactions

UKLA/TN/312.1 – Shareholder votes in relation to hypothetical transactions

Primary Market/TN/320.2 – Working capital statements – basis of preparation

Primary Market/TN//340.3 – Profit forecasts and estimates

Primary Market/TN/420.3 – Cash shells and special purpose acquisition companies (SPACs)

Primary Market/TN/633.2 – Pro forma financial information

The deletion of the following technical notes:

UKLA/TN/102.1 – Eligibility for premium listing – financial information and the track record requirement   

Primary Market/TN/301.2 – Refinancing and reconstructions  

UKLA/TN/309.2 – Related party transactions – Content of RIS announcement   

UKLA/TN/314.1 – Reverse takeover and uncapped consideration   

UKLA/TN/406.1 – Application of related party rules to funds investing in highly illiquid asset classes   

UKLA/TN/422.3 – Scientific research based companies  

UKLA/TN/424.1 – Removal from the Official List of listed equity shares of individual funds of open-ended investment companies   

UKLA/TN/426.1 – Property companies   

UKLA/TN/427.1 – Mineral companies

We summarise our proposals in PMB 48

Next steps

Please send your comments on our proposals by 26 May 2024 to [email protected]. 

Alternatively, send them by post to:

Chris Williams
Market Oversight
Division Financial Conduct Authority
12 Endeavour Square
London E20 1JN