Newsletter for primary market participants, July 2025 / No. 57.
About this edition
In Primary Market Bulletin (PMB) 57 we:
- Finalise 5 technical notes following our consultation in PMB 55.
- Re-consult on TN 710 (‘Sponsor Services: Principles for Sponsors’) which we consulted on in PMB 48 and PMB 53.
- Consult on further drafting changes to new guidance relating to the application of complex financial history and significant financial commitment rules for prospectuses, following our initial consultation as part of CP24/12.
- Highlight the rules, guidance and related system changes for the National Storage Mechanism (NSM) which will come into effect on 3 November 2025.
- Highlight forthcoming updates to our Delayed Disclosure of Inside Information (DDII) and Persons Discharging Managerial Responsibilities (PDMR) notification forms.
What's new
Further proposed changes to guidance in our Knowledge Base for the listing regime
We are updating the technical notes in our Knowledge Base. The updates reflect the implementation of the new UK Listing Rules (the UKLR) which came into force on 29 July 2024 (PS24/6) and feedback on the sponsor regime.
In this PMB, we address outstanding items from PMBs 53 & 55 and consult on changes to TN 710, a technical note still to be updated for the UKLR.
We are continuing to finalise our technical notes for UKLR-related updates via this PMB. We expect companies and other market participants to interpret Listing Rules references in light of the UKLR now in force until the remaining small number of outstanding notes are updated. We aim to finalise TN 710 by the end of 2025.
Finally, we consulted on the new Public Offers and Admissions to Trading Regulations (POATRs) regime via CP24/12 and CP25/2. The CP24/12 consultation asked for views on updates to our technical note guidance on prospectus disclosure. On 15 July 2025 we published Policy Statement PS25/9, setting out our new Prospectus Rules: Admission to Trading on a Regulated Market (PRM) sourcebook, amendments to the Market Conduct sourcebook for firms operating primary multilateral trading facilities, and UKLR changes which will all come into force on 19 January 2026.
Given the scale of the changes due to the implementation of the POATRs regime, we will be adopting a phased approach to consulting on corresponding changes to our Knowledge Base guidance. We plan to consult on these changes in future editions of PMB. Until the new POATRs regime and any corresponding new guidance comes into force, the current guidance continues to apply.
A new Technical Note - TN/638.1: ‘Guidance on application of complex financial history and significant financial commitment rules’
Respondents to our Consultation Paper CP23/31 on the draft UKLR requested that we publish additional guidance on the information which companies with a complex financial history (for example, those with an acquisitive business model) should provide to the FCA when submitting prospectus applications. In CP24/12, we consulted on new rules for the POATRs regime - this included draft guidance on the complex financial history and significant financial commitment rules (see Annex 4 therein).
We have been engaging with industry following CP24/12 including in workshops. At these workshops, we received suggestions to revise the draft guidance to include greater clarity on key terms such as ‘significant acquisition’, more granularity in the scenarios, or a greater range of scenarios and examples used in the guidance.
We are now publishing an updated draft of this guidance as a Technical Note (TN) for further consultation. In view of the feedback received, we have expanded the guidance and provided more detail. The guidance we are consulting on in the draft TN is based on the current Prospectus Regulation Rules (PRR) and the UK Prospectus Regulation currently in force, but it is substantially the same approach as we took in the draft guidance in CP24/12. When finalised, the guidance is intended to be used by companies preparing prospectuses under existing law and the PRR currently in force. We then aim to update the TN to refer to the new PRM rules that will take effect in January 2026. However, subject to responses to this consultation, we do not expect to make material changes to our approach as set out in the draft TN in view of the new PRM rules.
Enhancing the National Storage Mechanism (NSM)
In December 2024 we published final rules and guidance that introduce more comprehensive metadata requirements to improve the NSM’s functionality (see Policy Statement PS24/19). This will make it easier for NSM users to find regulated information. The rules, guidance and related system changes will come into effect on 3 November 2025.
These changes will affect issuers with transferable securities admitted to trading on UK regulated markets (‘issuers’) and Primary Information Providers (PIPs) that disseminate and file regulated information on their behalf.
As many of the upcoming changes are particularly relevant to PIPs, we have been working closely with them to support their preparations ahead of November 2025.
However, there are also specific changes that issuers need to be aware of:
- Automated checks of metadata: When disclosures are sent from the PIPs to the NSM, we will check whether the metadata has been completed, including the issuer’s Legal Entity Identifier (LEI) and name. Issuers should ensure they have provided their LEI to their PIP to avoid the NSM rejecting their disclosures. We will apply the same validations to submissions via the Electronic Submission System (ESS).
- Legal Entity Identifier (LEI) ‘issued’ status: Issuers will be required to have an LEI with a registration status of ‘issued’. This confirms the LEI is current and valid and ensures the data on the Global LEI index is up-to-date. LEIs must be renewed annually to remain compliant. For further information on the LEI renewal process, issuers should refer to guidance provided by their chosen LEI-issuing organisation.
- Related issuer details: In addition to providing the LEI of the issuer that is required to file regulated information (subject to certain exemptions), submitters will be required to include in the metadata the name and LEI (if available) of any additional related issuers that are the subject of the disclosure. New fields to enter these details will be provided in ESS and the PIPs’ systems.
- Corrections: We will provide a new facility for submitters to submit corrections to previously filed disclosures via ESS or via a PIP. Superseded versions of disclosures will remain on the NSM but will be hidden from the default view.
- Headline codes and categories: We have updated the list of headline codes and categories used to categorise regulated information. Issuers are required to label regulated information accurately when submitting it via a PIP or via ESS.
- System availability: The facility to upload files to the NSM via ESS will be unavailable during the weekend before the launch (1-2 November 2025).
Issuers and those subject to DTR 6.2 and 6.3 should review Policy Statement PS24/19 and the final rules. We will also publish supporting materials before the changes come into effect, including updated NSM submitter and user guides.
Coming in late 2025 – streamlining submissions of UK MAR notification forms
This year we will be updating the Delayed Disclosure of Inside Information (DDII) and Persons Discharging Managerial Responsibilities (PDMR) notification portal through which we receive notification forms under the UK Market Abuse Regulation (UK MAR).
As part of our work to improve processes and data quality, these changes will include enhancements to our validation rules and a change to the order in which information is entered. These improvements are designed to make the forms easier and quicker for submitters to complete, reduce errors and ensure greater consistency in the information we receive.
We will publish further details (including guidance and updated materials) in due course to support submitters through the transition.
Consultation feedback and changes to the Knowledge Base following PMB 55
Guidance on the UK Listing Rules
In PMB 55, we consulted on changes to 5 technical notes.
Responses
We received no responses to our consultation.
We are therefore finalising these notes without further amendments.
Consultation on proposed changes to the Knowledge Base
We are consulting on changes to the following existing technical note:
Technical note on the sponsor regime
Category: Sponsors
Sponsor Services: Principles for sponsors – UKLA/TN/710.1
Having already proposed changes to TN 710 (Sponsor Services: Principles for Sponsors) in PMB 48, we consulted on further changes to this in PMB 53 (GC24/6: Primary Market Bulletin No.53), following feedback. One trade body provided additional material feedback on that version. The feedback raised a concern that our guidance could have been more clearly set out when a sponsor is giving 'preparatory work' within the scope of 'sponsor services'. It suggested the draft guidance was ambiguous in relation to whether initial advice provided by a sponsor firm on a transaction would be caught.
We have considered this feedback and have further amended TN 710 to remove any suggestion that the full extent of a sponsor service might only be capable of being confirmed after the fact. Specifically, and in line with the original intention of the inclusion of the term ‘preparatory work’ in the definition of sponsor services, we have explicitly clarified that this term relates to the possibility that sponsor services may be performed before a formal engagement or appointment.
We have also added language to support the idea that a sponsor service must relate to a matter in UKLR 4 and that a sponsor must be capable of knowing at the time of the service, that it is acting as a sponsor, whether the subject of a formal engagement letter or not. We also make two minor amendments to address errors in UKLR references. The marked-up version shows amendments to the version of the technical note we consulted on in PMB 53.
We are consulting on the following new technical note:
Category: Prospectus content
Cost benefit analysis
We did not include a cost benefit analysis (CBA) for the proposals in PMBs 48, 51, 53 and 55, as we undertook a CBA in CP23/31. The changes to our guidance set out in PMB 48, 51, 53 and 55 (other than the changes to TN 507.1, as explained in PMB 55) were a direct consequence of CP23/31. Similarly, the further proposed changes to our existing guidance in TN 710 are a consequence of (a) PS24/6 and the introduction of the UKLR; and (b) feedback received following the PMB 48 and 53 consultations. As explained in PS24/6, we have not made changes to the CP23/31 proposals in a way that materially affects the CBA’s analysis and findings. So the CBA published in CP23/31 still applies to TN 710.
We included a CBA on our proposed draft guidance for issuers of equity securities with a complex financial history in CP24/12, which stated that ‘The guidance we are proposing to issue in relation to companies with complex financial histories may reduce costs for issuers during the application stage by reducing the uncertainty/time taken to produce this information. However, we also expect that any savings from the guidance will not be material as the guidance merely sets out the kind of detailed steps firms would reasonably have to undertake to comply with the rule. Moreover, where firms intend to raise capital in other jurisdictions with potentially more prescriptive requirements, they may choose to prepare documentation in such a way that the requirements of those other jurisdictions are also met. In such cases, issuers will not benefit from any reduction in preparation costs.’
In preparing TN 638.1 we have not made changes to the CP24/12 draft guidance proposals in a way that materially affects the CBA’s analysis and findings presented in CP24/12. Instead, we are further clarifying our existing approach to the assessment of the complex financial history requirements set out in the UK Prospectus Regulation via the proposed guidance. So the CBA published in CP 24/12 still applies to our proposed TN 638.1.
Paragraph 3.8 of our Statement of Policy on Cost Benefit Analyses states that our policy is to produce a CBA for general guidance about rules if a high-level assessment of the impact of the proposal identifies an element of novelty, which may be in effect prescriptive or prohibitive, that may result in significant costs being incurred. As we believe that the previous CBAs still apply in the context of the relevant guidance, we do not believe further CBAs for the proposed guidance changes are required.
The updates to our guidance seek to ensure consistent and clear regulatory expectations on obligations for market participants.
Secondary international competitiveness and growth objective
The Financial Services and Markets Act 2000 as amended by the Financial Services and Markets Act 2023 requires us to consider the international competitiveness of the UK economy (in particular, the financial services sector), and its growth in the medium to long term.
The proposed changes to our guidance in TN 710.1 are a consequence of (a) PS24/6 and the introduction of the UKLR; and (b) feedback received following the PMB 48 and 53 consultations. As we set out in PS24/6, our final rules should deliver more proportionate regulation and enable our markets to be competitive in attracting listings and promoting the growth of UK listed companies. In turn, this will support the wider UK economy and returns for investors. Our further proposed changes aim to clarify the application of the UKLRs for sponsors by addressing concerns raised via feedback to our previous consultations.
The introduction of proposed draft guidance for issuers of equity securities with a complex financial history was part of our consultation (CP24/12) on new rules for the POATRs regime. In providing feedback to previous engagement papers, several stakeholders asked us to publish additional guidance for companies with complex financial histories on the financial information they need to provide in the prospectus. Feedback suggested this guidance may save issuers costs and time in preparing the prospectus and in the process of FCA approval of it. As explained above, the guidance we propose to issue via TN 638.1 may reduce costs for issuers by reducing the uncertainty/time taken to produce the information. TN 638.1 is proposed to help issuers and practitioners interpret our rules and related legislation. The guidance should help enable issuers to more easily and efficiently raise capital and we believe that our proposals are consistent with our secondary international competitiveness and growth objective.
Legislative and Regulatory Reform Act 2006 (LRRA)
We consider that the final guidance has regard to the 5 LRRA principles, that regulatory activities should be carried out in a way which is:
- transparent
- accountable
- proportionate
- consistent
- targeted only at cases in which action is needed
We have had regard to the Regulators’ Code, particularly the requirement for proportionate and targeted regulatory activity. The aim of the amendments to the Knowledge Base in this PMB is to update guidance to issuers and primary market practitioners.
Equality and diversity
We have considered the equality and diversity issues that may arise from our proposals and our final guidance. We do not consider that our proposals or our final guidance materially impacts any of the groups with protected characteristics under the Equality Act 2010.
The Treasury’s remit letter
On 15 November 2024, the Treasury published a remit letter under section 1JA FSMA 2000. This letter set out new recommendations on Government policy which we have to consider. In making the proposed changes to the Knowledge Base in this PMB we have considered the recommendations on aspects of the Government’s economic policy to which we should have regard in our general duties.
Our view is that the intended effects of our proposals and finalised guidance are in line with the remit letter’s recommendations. We will also have regard to the remit letter when finalising and issuing the guidance.
UK Listing Rules – changes to the Knowledge Base
Updated technical notes
- Primary Market/TN/506.3 – Periodic financial information and inside information
- Primary Market/TN/507.2 – Structured digital reporting for annual financial statements prepared in accordance with International Financial Reporting Standards
- Primary Market/TN/520.3 – Delaying disclosure/dealing with leaks and rumours
- Primary Market/TN/521.4 – Assessing and handling inside information
- Primary Market/TN/542.3 – Issuer's obligations
We want to hear what you think
Please send your comments on our proposals on the technical notes by 12 September 2025 to [email protected]