Primary Market Bulletin 61

Read Primary Market/TN/608.1

We received feedback from 2 respondents. One respondent asked for the TN to include confirmation that, where there has been new information or material changes since publication of the offer document/scheme circular or other exemption document, to the extent any disclosure is required, the actions taken by transaction parties to disclose new information or material changes in line with the requirements of the Takeover Code or other applicable rules should be sufficient. We do not agree that additional clarity is needed in the TN in this regard.

Another respondent believed that in section 5 of Annex I to TN 608 under ‘Impact of the transaction on the issuer: Pro forma financial information’ the 2 references to TN 633 should be amended to refer to ‘TN 619 and TN 633’, as ‘significant gross change’ will be defined in these TNs under the new regime. Additional guidance on ‘significant gross change’ appears in paragraphs 87-92 of TN 619.2, which sets out the indicators of size to be used and how to make the necessary calculations, and accordingly the respondent thought TN 608 should also expressly cite TN 619. We agree and are finalising the TN with this amendment.

Read Primary Market/TN/639.1

We received feedback from 3 respondents, one of which was simply to welcome our proposed approach to protected forward-looking statements (PFLS).

Another respondent raised 3 issues:

• Presentation of PFLS: The respondent said that PFLS disclosures which appear alongside relevant non-PFLS disclosures should not be accompanied by voluminous caveats and assumptions, which could impact readability. Particularly, as there are likely to be a significant number of relevant PFLS disclosures. The respondent preferred to have a prominent statement at the top of relevant sections to confirm they contain PFLS, indicating how PFLS are labelled and stating that the same PFLS disclosures are also set out in a separate appendix (which would set out the assumptions on which the PFLS are based). The respondent sought clarity in the TN that such an approach would comply with PRM 8.

We were sympathetic to the respondent’s concern to avoid unnecessarily voluminous caveats so as not to impact readability. We have updated the TN to emphasise that consideration should be given to how the placement and presentation of PFLS in accordance with PRM 8.1.9R affects the understandability of PFLS in regulated market prospectuses.

• Clarifying the requirement for PFLS to be ‘reliable’: The respondent stated that issuers will require legal certainty as to whether statements constitute PFLS before they will be comfortable including them in a prospectus. The respondent was concerned that the proposed text in the TN headed ‘Reliable’ is not sufficiently clear to allow such definitive determination and may discourage issuers from making PFLS disclosures.

The TN has been updated to clarify that our expectation is that PFLS should be 'representative' of the issuer’s actual plans and strategies.

• The requirement for PFLS to be ‘comparable’: The respondent asked us to expand on the example given in the TN of a legal dispute and how that would impact on PFLS.

The example we provided was in TN 619.1, which was based on ESMA’s Guidelines on Prospectus Disclosures. We thought it would be helpful to include existing guidance where relevant. However, given the apparent confusion that this has caused, we have not included the example in the final version of TN 639.1. It remains in what is now TN 619.2.

On comparability of financial information, another respondent suggested that we include guidance about the approach issuers should take where there are forthcoming changes in accounting policies which will change the measurement or disclosure of profits.

In response, we have updated the note to address the situation where preparers of financial PFLS are aware of forthcoming changes in accounting policies that will impact the measurement of the future event which is the subject of the PFLS. Consideration should be given as to whether the PFLS should be disclosed in accordance with both existing and forthcoming accounting policies.

We are finalising the TN with these amendments.

Read Primary Market/TN/610.1

We received feedback from 3 respondents on this TN.

The feedback included a request for clarity on whether PRM 9.5.2R (the ‘3-day rule’) applies to all IPOs including institutional only IPOs. The FCA policy intention, as originally set out in CP24/12, is for the requirement in PRM 9.5.2R not to apply to institutional-only IPOs (see section at paragraphs 3.69 – 3.75 of that consultation). As a result, the intent was for PRM 9.5.2R to apply only where a public offer is made reliant on the exemption in paragraph 6(a) of Schedule 1 POATRs. Therefore, we have removed the reference to the rule in TN 610.1 and intend to consult on amending the rule at PRM 9.5.2R in early 2026 to reflect that policy intention. For any issuers that would like to discuss PRM 9.5.2R in relation to their specific transaction, please contact your readers to discuss.

In addition, one respondent asked, in relation to final terms, why the TN cross-refers to PRM 9.5.1R(2) but not PRM 2.3.9R(1). This is because, where an issuer makes an offer in reliance on paragraph 6(a) of Part 1 of Schedule 1 of POATRs, it is primarily PRM 9.5.1R(2) that is relevant, not PRM 2.3.9R(1). We received feedback from 2 respondents explaining that any disclosure that the offer is conditional on admission to a regulated market will be nominal. We have noted this feedback.

Read Primary Market/TN/609.1

We are finalising this TN without further amendments.
 

Read Primary Market/PN/901.6

We received feedback from 1 respondent requesting clarity on when an eligibility review is required where an applicant with listed equity shares only applies for a listing of debt instruments.

We perform a limited eligibility review for issuers with an existing class of listed securities seeking to admit a new class of securities other than equity shares in a different listing category. This point has been clarified in the PN to reflect our existing practice. More broadly we have also updated the references to ‘lines’ of securities to refer to ‘class’ as this reflects the language in the UKLRs. We are finalising the PN with these amendments.

Read Primary Market/PN/903.6

We received feedback from 1 respondent on 2 points.

Firstly, we were asked about the proposed change from ‘3’ to ‘4’ drafts of a document (in sub-section ‘Length of the document review process’ in the ‘B) Prospectuses’ section). Specifically, whether our expectation of 4 drafts being reviewed is an interim position while the market adjusts to the UK’s new regime, or whether this amendment is unrelated. We are making this change to better reflect current practice / expectations generally, rather than as a temporary position. However, more broadly, we will be keeping under consideration the number of drafts of a document we review as we continue to seek ways to improve our service.

The respondent’s second point related to our added wording ‘PRM 9 also applies to supplementary prospectuses. As such, please note that references to prospectuses in this note also includes supplementary prospectuses’. We were asked whether the PN should also mention that a ‘Same Day Supplement form’ is required when the same-day service for supplementary prospectuses is being used. We are not making material changes to our same-day service for supplements under the new regime and it is explained on its own webpage (which will be updated on 19 January 2026). So, for simplicity we are not revising PN 903 to reference the same-day service form.

We are finalising the PN without further amendments.

Read Primary Market/TN/619.2

The proposed updates to TN 619 reflected changes to the new POATRs regime, including certain amendments made to the section on the guidance for specialist issuers. We also consulted on 2 new guidelines and related updates to existing guidance concerning working capital statements.

We received 8 responses to our consultation, including 2 joint responses.

We received several responses with respect to permitting issuers to include ‘uncommitted’ facilities in their working capital calculations in certain circumstances (Guideline 33.1). In summary, the feedback demonstrated that whilst there was broad support for flexibility for issuers to rely on uncommitted facilities as part of providing a clean working capital statement, concerns were raised that the current drafting of Guideline 33.1 could lead to inconsistencies between working capital and going concern disclosures.

Some respondents suggested alternative approaches, most notably a three-tiered approach which would allow issuers to make a working capital statement with either:

1. A clean statement.
2. A clean statement with financing judgements.
3. A qualified statement.

We are considering these alternative approaches as we think they merit further consideration, and will engage further with market participants on this topic in 2026.

Due to the ongoing consideration of these provisions, we have decided to remove the proposed new Guidelines 29.1, 33.1, and other non-POATR regime amendments to the working capital paragraphs. This includes reverting to the original phrase ‘very little risk that the statement is challenged’ within Guideline 30. The working capital guidelines will therefore remain for now as set out in TN 619.1 and updated for the POATR regime, and we hope to complete the modernisation of our working capital guidelines in 2026.

Two respondents noted that the amended preamble under guidance for specialist issuers now refers to ‘investment companies’, although the subsequent guidance does not include paragraphs on investment companies as specialist issuers. We confirm that there is currently no guidance for ‘investment companies’ as specialist issuers in this section of TN 619. The reference has been retained as it appears in PRM 9.1.9G(3).

We received various clarifying and minor drafting comments on guidelines unrelated to working capital, and have broadly accepted these amendments.

All other changes are considered minor amendments, and TN 619.2 is now finalised.

Read Primary Market/TN/628.4

We received feedback from 2 respondents, who both commented on the new guidance proposed for inclusion in this TN on ‘evergreen language’ in significant change/material adverse change statements in the context of forward incorporation by reference.

Both respondents believed there are limited circumstances where a qualified significant change or material adverse change statement could use evergreen language and still meet the requirement for the qualification to be sufficiently precise and detailed.

We are revising the wording in the TN to cater for cases where a caveat to a significant/material adverse change statement remains accurate after information is forward incorporated. The caveat should also be specific and detailed enough to meet our requirements. The separate obligation to publish a supplementary prospectus if such a statement (whether clean or qualified) becomes inaccurate in a material way remains. We have revised the TN accordingly and are finalising the TN with this amendment.

Read Primary Market/TN/623.3

One respondent asked about the statement in the last paragraph in the ‘Material contracts’ section that the relevant principles apply equally to the registration document for non-equity securities.

We were asked to clarify in the TN that the wording in the previous paragraph on reverse takeovers / the sale and purchase agreement (or equivalent document) does not apply to a registration document for non-equity securities. This is because the concepts of reverse takeovers and sale and purchase agreements are not relevant for non-equity securities.

We consider that it is sufficiently clear that the principles relating to reverse takeovers only apply to issuers that need to comply with UKLR 10 Annex 2.4R(4). This point is highlighted in this TN, because certain issuers will also need to comply with UKLR 10 Annex 2.4R(4) as well as the obligations under the PRM when they are preparing a re-admission prospectus. We are finalising the TN with no further amendments.

Read Primary Market/TN/637.2

One respondent fed back on 3 separate issues. Firstly, several clarifications to language were requested as follows:

• ‘Level of disclosure for securities subject to conversion of write-down powers’.

This should have read ‘or write-down powers’, we agree with this correction of a typographical error.

• ‘Bail-in powers’, allow a resolution authority to cancel, write-down or convert all or part of the liabilities owed by failing (or those likely to fail) credit institutions or investment firms to creditors into shares.’

We agree with an amendment to the wording here to move ‘(or those likely to fail)’ after ‘investment firms’ as the meaning is unchanged, but rather than insert ‘or other securities’ after ‘shares’, we have used ‘other instruments of ownership’ as that is the term used in limb (b) of the TN on page 2.

• ‘Where a prospectus relates to securities which may be subject to bail-in powers derived from the Bank Recovery and Resolution Directive (2014/59/EU (including under the Banking Act 2009), issuers should consider whether additional disclosure regarding the possibility of conversion or write-down by a resolution authority ('bail-in') should be included in the prospectus.’

We do not agree with a proposed amendment to remove the reference to the Bank Recovery and Resolution Directive here and replace it with ‘applicable bail-in powers’, as otherwise the Directive would not be referenced in the TN at all and the scope of the TN would not be retained. We agree with the respondent’s second proposed amendment in this sentence to replace ‘conversion or write-down by a resolution authority ('bail-in')’ with ‘such bail-in powers being exercised’.

• 'The risk factors should, at a minimum, alert prospective investors to the possibility that, in the event that write-down or conversion powers are exercised by a resolution authority: (a) the amount outstanding may be reduced, including to zero.'

We agree with the proposed amendments to (i) replace ‘write-down or conversion powers’ with ‘bail-in powers’; and (ii) insert ‘of the security’ after ‘the amount outstanding’.

Secondly, the respondent suggested deleting the wording below, as they felt that any bail-in activity is likely to be material.

• ‘Where the issuer considers the possibility of bail-in to be material, taking into account the probability of bail-in and the possible impact on investors, this should be reflected in the risk factors and summary of a prospectus.’

We agree with the assertion that any bail-in activity is likely to be material. But it is for issuers to decide what constitutes necessary information that is to be included. We have retained this sentence as it makes it clear for issuers what disclosure ought to be included for bail-ins. However, we have amended the end of the sentence to read ‘…reflected in the risk factors, and where applicable, the summary of a prospectus’, given that summaries can no longer be included in prospectuses for non–equity securities.

Lastly, the respondent queried why the following wording is required for risk disclosure, as they felt it is a mitigant:

• ‘In this regard, such risk factor should also alert prospective investors to the fact that financial public support should only be used as a last resort after having assessed and exploited, to the maximum extent practicable, the resolution tools, including the bail-in tool.’

We are keeping this sentence as we do not see this as a mitigant. Rather, it makes it clear that financial public support is only used as a last resort after other mechanisms (which could adversely affect any securities being held by investors) have been tried.

We are finalising the TN with the amendments described above.

Read Primary Market/TN/638.2

Two respondents fed back on this TN suggesting we provide examples of further scenarios, or include more detail on matters such as the treatment of ‘buy to build’ companies and financial years in the middle of the relevant period. However, these points did not relate to the changes we proposed for the new regime. We are finalising the TN with no further amendments.

Read Primary Market/TN/801.4

We received feedback on this TN from 3 respondents. The feedback from 2 respondents focused on clarifying aspects of our proposed amendments, while a third respondent suggested that we explicitly exclude the long-term horizon when issuers use ISSB Standards to help them disclose sustainability-related risks and opportunities in prospectuses.

We have addressed these clarificatory suggestions and amended the TN in a manner we consider to be aligned with the PRM and our expectations on how such rules should be interpreted. On the feedback on different timeframes referenced by ISSB Standards, we consider these may vary according to the issuer’s circumstances. For that reason, the persons responsible for the prospectus are best placed to determine the appropriate timeframe when considering sustainability-related disclosures in the context of the PRM. So, we have not amended the TN in this area.

We are finalising the TN with the amendments described above.

Read Primary Market/TN/802.3

We received no feedback on this TN, so we are finalising it with no further amendments.

Read Primary Market/TN/602.5

We received a request for a minor amendment to a subheading so that it refers to existing and former employees. In addition, we have clarified that we do not consider this exemption applicable in situations where the issuer is intending to raise new funds and imposes an allotment to a director where an arrangement for onward transfer to a third party is in place or contemplation. We are finalising the TN with these amendments.

Read Primary Market/TN/604.3

We received feedback from 1 respondent requesting two minor amendments to the following wording:

'Information in the advertisement must be consistent with the information contained in the prospectus or in a supplementary prospectus, if already published, or with the information to be in the prospectus, if the prospectus or in a supplementary prospectus is published afterwards.'

We agree with the proposals to (i) insert ‘or the supplementary prospectus’ after ‘to be in the prospectus’; and (ii) delete ‘in a’ in the last part of the sentence. We see these as corrections of clerical errors and are finalising the TN with these amendments.

Read Primary Market/TN/605.5

Three respondents fed back on this TN.

PRM 10.1.9R

Two respondents provided feedback on the wording relating to PRM 10.1.9R. One stated that the wording consulted on in CP24/12 on securities remaining ‘manifestly the same’ following usage of a supplementary prospectus (SP) allowed greater flexibility which should remain, so that issuers retained a greater ability to make changes to terms and conditions and forms of final terms.

The other respondent felt that the proposed Example 2 in the TN could result in further confusion. They felt it could be reformatted in light of PRM 10.1.9R(2) (given it would most likely be relevant for transferable securities that are asset backed or linked to an underlying asset) or that Example 2 is broadly redundant.

The TN states that the specific circumstances in PRM 10.1.7R and PRM 10.1.9R are for updating base prospectuses only. We proposed to retain the ‘manifestly the same’ test as a test for prospectuses other than base prospectuses. However, for base prospectuses issuers cannot change terms & conditions and/or the form of final terms unless the circumstances for supplementing a base prospectus via PRM 10.1.9R apply. We have amended the beginning of the ‘Example 2’ section to make this distinction clearer. We have also removed the references to PRM 10.1.7R in Example 2, as only PRM 10.1.9R should apply for amendments to the terms and conditions and/or form of final terms for base prospectuses.

Stakeholders have raised concerns with us regarding the term ‘fungible’ in PRM 10.1.9R compared with the ‘manifestly the same’ test set out in TN 605. We are looking into this issue and may look to resolve it in a future consultation on the wording of this rule. But we have finalised the TN in view of the PRM taking effect on 19 January 2026.

References to ‘offer’

One respondent questioned the usages of the term ‘offer’ in:

• (a) The wording ‘limited changes to an offer or admission prospectus’: we agree and have deleted the reference to ‘offer’ here.
• (b) Example 4: we have revised the wording in the second bullet point to update the example of a change which can be made where an offer has not closed and an admission may still take place. However, as PRM 10.1.4 still refers to ‘offer period’ (which is relevant for base prospectuses and other prospectuses) we have retained all of the other references to ‘offer’.

Use of new features under the PRM rules

Another respondent highlighted our proposed wording in the TN that we ‘would not permit the use of an SP prepared under the PRMs to update a prospectus approved under the Prospectus Regulation before 19 January 2026’.

They wanted confirmation that an issuer which has a prospectus approved before 19 January 2026 would not be able to supplement the prospectus after that date to (for example) include forward incorporation by reference of financial information, as this is a concept introduced by the PRMs. Assuming this is not permitted, the respondent asked whether the only way for such an issuer to be able to use features under the new PRM rules would be to do a full update of its base prospectus after 19 January 2026. They also presumed a drawdown prospectus could not be used for this purpose given that it is used for a specific tranche of securities.

We feel the paragraph inserted into the TN (‘Regulation 48 of The Public Offers…’) is sufficiently clear. To use features under the new PRM rules, an issuer will need a prospectus approved under those rules and cannot use a prospectus approved before 19 January 2026 in this regard. We do not feel the need to amend the TN further in this respect.

We are finalising the TN with the amendments described above.

Read Primary Market/TN/522.5

One respondent fed back on this TN, on the second paragraph in the section titled ‘Restrictions on the transfer of securities’. They stated that excepting instruments of payment is consistent with the FCA glossary’s definition for ‘transferable securities’ for the purposes of the PRM. We agree with this and have updated the reference to transferable securities in the TN. We are finalising the TN with this amendment.

Read Primary Market/TN/710.3

We note observations made by one industry body regarding our existing guidance whereby we 'expect firms that are sponsors, when working on transactions in a broking, banking or advisory role, to be aware of the possibility that a transaction may change so as to require, or include the provision of, a sponsor service'.

We did not however receive any feedback on our proposed changes to reflect PRM references and consequential UKLR rule changes. We are therefore finalising the TN with no further amendments.

Read Draft Primary Market/TN/717.3 for consultation

Our proposed changes to TN 717 are consequential rule reference changes as a result of the POATRs regime, including the proposed amendment to UKLR 24.4.25R(1)(a) on sponsor record keeping obligations, being consulted on in CP25/35: Quarterly consultation paper No 50.

A former LR 8 rule reference has also been updated.