Primary Market Bulletin 63

Category: Sponsors

Sponsors: Record Keeping Requirements - Primary Market/TN/717.3

Read Primary Market/TN/717.3

In PMB 61, we consulted on proposed changes to TN 717.2. 

This consultation:

• was based on the final rules as confirmed in PS25/9, which took effect on 19 January 2026
• reflected the amendment to UKLR 24.4.25R(1)(a) that we consulted on in CP25/35: Quarterly consultation paper No 50
• included an update to a former LR 8 rule reference

We received no responses to our consultation, so we are finalising this TN without further amendments.

Category: Prospectus content

Guidelines on disclosure requirements under the Prospectus Rules: Admission to Trading on a Regulated Market (PRM) and Guidance on specialist issuers – Primary Market/TN/619.2

Read draft section ‘II.8 Working capital statements’ of Primary Market/TN/619.3 for consultation

As set out in PMB 61, we received several responses to our PMB 58 consultation on updates to the guidance on working capital statements in TN 619.1. There was broad support for flexibility under the 2 proposed new Guidelines permitting issuers to include ‘uncommitted’ facilities in their working capital calculations in certain circumstances. However, concerns were raised that the Guidelines did not permit issuers to disclose where they had taken financing under such facilities into account when calculating working capital for the purpose of a clean working capital statement. This could lead to inconsistencies between the working capital and going concern disclosures.

The new Guidelines on working capital statements proposed under PMB 58 for inclusion in TN 619.2 were not taken forward, to allow for further engagement.  

We engaged with market participants across different industries to test potential policy solutions. Feedback from the additional engagement highlighted the following: 

1. Broader alignment between working capital and going concern disclosures is a fundamental change, given that these disclosures serve different purposes. For example, we received feedback that working capital statement disclosures serve to provide transparency about an issuer’s capital/liquidity needs in the context of a specific transaction/capital raise.
2. Alignment with an issuer’s going concern disclosures could be achieved by ensuring that the FCA Guidelines permit disclosure within a working capital statement to reflect that uncommitted facilities have been relied on as part of an issuer’s working capital calculations. Feedback indicated that this was the main issue that the FCA Guidelines should address; and
3. FCA Guidelines needed to continue to direct an issuer to use clear language in their working capital disclosures to ensure that investors are able to make financial decisions with certainty. For example, we received feedback that permitting issuers to disclose, within a clean working capital statement, ‘a material uncertainty’ in relation to an issuer’s financing arrangements would be challenging for investors to assess whether an issuer has sufficient working capital.

We have reflected on this feedback and are now consulting on a revised set of working capital statement Guidelines that we believe addresses feedback outlined in (2) and (3) above. These include: 

• a new Guideline on basis of preparation disclosures (Guideline 33.1); and 
• a new Guideline on the circumstances in which issuers may take into account financing under ‘uncommitted’ facilities in their working capital calculations (Guideline 33.2). 

The aim of the proposed new Guidelines is to provide flexibility so that a clean working capital statement may be given where a judgement can be made that it is appropriate to rely on uncommitted facilities. In doing so, disclosure should be provided. By allowing this narrow exception to disclose a significant financing assumption, issuers may avoid the costs of obtaining committed financing solely for the purpose of giving a clean working capital statement. Where Guideline 33.2 is not relied upon, issuers may instead choose to set out their working capital position transparently under a qualified working capital statement rather than incurring cost to obtain committed financing.  

‘Very little risk the statement is challenged’ – Guideline 30

Following feedback, we propose to amend the phrase in Guideline 30 from ‘…such that there is very little risk that the statement is challenged…’ to ‘…and in accordance with the Guidelines set out in this Technical Note’ to better reflect the calibration of the ‘robust procedures’ that issuers should adopt when they prepare a working capital statement.

We also propose to make consequential amendments throughout the working capital statement section, including a re-ordering of the Guidelines. 

Consequential amendments - Primary Market/TN/321.4 and Primary Market/TN/619.3

Consequential amendments to update paragraph numbers and cross-references in TN 619 sections after the guidance on working capital statements and in TN 321.4 will need to be made at the point of any finalisation of TN 619. 

Updates to guidance for the POATRs regime

We undertook cost benefit analyses (CBAs) in CP24/12 and CP25/2. The proposed changes to our guidance set out in this PMB are a direct consequence of PS25/9 and the POATRs regime.

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. The proposed guidance does not introduce such an element of novelty relating to the rules in PS25/9 that requires us to revisit previous CBAs.

The updates to our guidance seek to ensure consistent and clear regulatory expectations on obligations for market participants.

The Financial Services and Markets Act 2000 (FSMA), 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.

Our proposed changes to the Knowledge Base for the POATRs regime are a consequence of PS25/9 and the POATRs regime. As we set out in PS25/9, our new rules advance our secondary international competitiveness and growth objective as:

• the PRM requirements make the UK prospectus regime more proportionate, reducing costs for issuers and making it easier for them to raise capital
• the new rules make the UK’s primary markets more attractive to issuers
• maintaining our high standards helps support international competitiveness  

We consider our guidance proposals and the finalised guidance have 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 proposals and finalised amendments to the Knowledge Base in this PMB is to update guidance to issuers and primary market practitioners.

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 impact any of the groups with protected characteristics under the Equality Act 2010. In Northern Ireland, the Equality Act is not enacted but other anti-discrimination legislation applies.

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. 

Please send your comments on our proposals on TN 619 by 15 June 2026 to [email protected].

Policy Statement PS25/9: New rules for the public offers and admissions to trading regime

GC26/3: Primary Market Bulletin No. 63

FG26/2: Primary Market Bulletin No. 63

Sponsors: Record Keeping Requirements - Primary Market/TN/717.3