Primary Market Bulletin 66

Newsletters Published: 30/09/2026 Last updated: 30/09/2026

Newsletter for primary market participants. 

September 2026 / No. 66

About this edition

In this Primary Market Bulletin (PMB) 66 we:

  • Finalise Technical Notes (TNs) 619.3 'Guidelines on disclosure requirements under the Prospectus Rules: Admission to Trading on a Regulated Market (PRM) and Guidance on specialist issuers' and 321.5 'Working capital statements and risk factors’ following our guidance consultation in PMB 63, and update our Knowledge Base.
  • Consult on Technical Note 803.1, which sets out our expectations regarding comply or explain in the context of the new sustainability disclosure requirements. We also consult on consequential updates to TN 801.4 and the deletion of TN 802.3, and suggest steps that listed companies can take to prepare for the regime, which comes into force from 1 January 2027, as set out in PS26/19.
  • Highlight new guidance from the Financial Reporting Council (FRC) on Chinese auditing standards.
  • Set out our recent observations from discussions with issuers and their advisers on assessing issuer disclosure obligations that arise from a cyber incident.
  • Draw attention to our updated webpage for UK Listing Rules checklists.

1. Changes to the Knowledge Base following PMB 63

1.1. Changes to the Knowledge Base and consultations on TN 619

We said in PMB 58 that we would consult on amendments to affected TNs after we implemented the Public Offers and Admissions to Trading Regulations 2024 (POATRs) regime on 19 January 2026.

We explained in PMB 63 that we had engaged with our statutory panels during the POATRs reforms, including the Listing Authority Advisory Panel (LAAP), the Markets Practitioner Panel (MPP) and the Financial Services Consumer Panel. The LAAP/MPP and the Financial Services Consumer Panel also responded to our consultation.

This engagement included feedback on our guidance in relation to working capital statements. Following stakeholders’ feedback on our PMB 58 consultation on TN 619, we engaged further with the LAAP on changes to the guidance on working capital statements in TN 619.2.

We reflected on the feedback and then via PMB 63 we consulted on a revised set of working capital statement Guidelines.

In this PMB we finalise TN 619.3 and consequential amendments to TN 321. The aim of the updated Guidelines is to provide flexibility so that a clean working capital statement may be given where the directors judge that certain uncommitted facilities can be considered available for the entirety of the working capital period. In doing so, disclosure in certain circumstances should be provided by the issuer alongside the working capital statement in the prospectus.

The intention of this change is to allow issuers to avoid the costs of obtaining committed financing solely for the purpose of giving a clean working capital statement where certain uncommitted facilities can be considered available for the entirety of the working capital period. Where the uncommitted facilities cannot be considered available and sufficient committed financing cannot be secured, issuers should instead include a qualified working capital statement in the prospectus.

1.2. Finalisation of TN 619.3


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/619.3

Read Primary Market/TN/619.3 (PDF)

In total, we received 7 responses to our PMB 63 consultation. We also engaged with market participants during the consultation period.

Overall, there was broad support for issuers to include ‘uncommitted’ facilities in their working capital calculations in certain circumstances under the 2 proposed new Guidelines (33.1 - basis of preparation disclosures; and 33.2 - the circumstances in which issuers may take into account financing under ‘uncommitted’ facilities in their working capital calculations).

Respondents also supported allowing issuers to disclose that uncommitted facilities had been taken into account in giving a clean working capital statement.

We received feedback from certain market participants indicating that the guidelines needed to go further to bring closer alignment between the working capital statement and going concern statement disclosures.

Full alignment of working capital and going concern disclosures would be challenging as the 2 sets of disclosures are prepared on different bases. Working capital statement disclosures serve to provide transparency about an issuer’s liquidity needs in the context of a specific transaction or capital raise, while going concern disclosures are provided to investors within the ordinary course of an issuer’s financial reporting cycle.

We have made the following substantive changes to the guidance to address the feedback we received:

  1. Removal of a paragraph describing the different bases of preparation for going concern and working capital disclosures. This was because feedback stated that it did not accurately describe the requirement under the accounting standards to assess whether an issuer is a going concern.
  2. The word 'significant' in ‘significant financing assumption’ has been removed. Feedback explained that describing the financing assumption as 'significant' could be interpreted as meaning that the issuer should disclose these judgements in the risk factors section of the prospectus. The change makes clear that the type of financing assumption disclosed by the issuer in accordance with Guideline 33.1 should not trigger additional disclosure in the prospectus because it is not likely to constitute necessary information as required under regulation 23 POATR. Where such additional disclosure is necessary, an issuer should instead include a qualified working capital statement in the prospectus. 
  3. Amendments to paragraph 156(iv) to reflect feedback that:
    • The significance of the uncommitted financing and discussions with auditors and reporting accountants should not be considered in determining whether uncommitted financing is available for the entirety of the working capital period; and
    • The impact of the reasonable worst case scenario should be explicitly referenced as a relevant factor to consider.

The finalised Guidelines on working capital statements are included in TN 619.3.

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

We noted in PMB 63 that consequential amendments in TN 321.4 would need to be made when TN 619 is finalised.

We have made the following amendment:

  • The reference to 'paragraph 136' has been amended to 'paragraph 137' in the first paragraph of the 'Some risk factors are fundamentally inconsistent with a clean working capital statement' section.

Category: Working capital

Working capital statements and risk factors – Primary Market/TN/321.5

Read Primary Market/TN/321.5 (PDF)

3. Cost benefit analysis

Updates to guidance for the POATRs regime

We undertook cost benefit analyses (CBAs) in CP24/12 (PDF) and CP25/2 (PDF). The changes to our TNs 619 and 321 set out in this PMB are a direct consequence of PS25/9 and the POATRs regime.

Updates to guidance for sustainability disclosure requirements

We undertook a CBA in CP26/5 (PDF). The proposed guidance in TN 803.1, the updates to TN 801.4 and the proposed deletion of TN 802.3 set out in this PMB are a direct consequence of PS26/19.

Policy for CBAs for general guidance

It is our policy (PDF) 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 finalised guidance in TNs 619 and 321 does not introduce such an element of novelty relating to the rules in PS25/9 that requires us to revisit previous CBAs.

The proposed guidance in TN 803.1, the updates to TN 801.4 and the proposed deletion of TN 802.3 do not introduce such an element of novelty relating to the rules in PS26/19 that requires us to revisit the CBA in CP26/5.

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

4. Secondary international competitiveness and growth objective

Our changes to TNs 619 and 321 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.

Our proposed changes to the Knowledge Base for the sustainability TNs are a consequence of PS26/19. As we set out in PS26/19, our new rules advance our secondary international competitiveness and growth objective by:

  • Helping to keep our listing regime aligned with international standards; while
  • Reducing unnecessary burdens on UK and international issuers by providing flexibility and allowing them to explain instead of complying where they are unable to meet all requirements; and
  • Allowing international issuers to rely on equivalent home-market reporting where appropriate, to reduce duplication and support the attractiveness of UK markets.

5. Legislative and Regulatory Reform Act 2006 (LRRA)

We consider that our proposed and finalised 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 proposed and finalised amendments to the Knowledge Base set out in this PMB is to update guidance to issuers and primary market practitioners.

6. Equality and diversity

We have considered the equality and diversity issues that may arise from our proposed and finalised guidance. We do not consider that our proposed or finalised 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.

7. The Treasury’s remit letter

On 15 November 2024, the Treasury published a remit letter under section 1JA of the Financial Services and Markets Act 2000. It included recommendations on government policy which we have to consider.

In proposing and finalising the changes to the Knowledge Base in this PMB, we have considered the recommendations on aspects of the government’s economic policy which we should have regard to in our general duties.

Our view is that the intended effects of our proposed and finalised guidance are in line with the remit letter’s recommendations.

8. New FRC guidance on Chinese auditing standards

The Financial Reporting Council (FRC) has issued revised Third Country Auditor directions. These directions temporarily enable audits of Chinese-registered entities listing Global Depositary Receipts (GDRs) on the Shanghai/Shenzhen Stock Connect (Stock Connect) segment of the London Stock Exchange (Stock Connect Audits) to be done in accordance with Chinese Standards on Auditing.

The revised directions came into effect on 1 September 2026.

The FRC said it decided to proceed with the revised directions because Third Country Auditors undertaking Stock Connect Audits in accordance with Chinese Standards on Auditing will be required to make disclosures so that investors can assess the risks around these standards.

We expect to review disclosures on the risks around the use of Chinese Standards on Auditing in documents such as prospectuses. We will engage with issuers and their advisers on the disclosures as part of our normal review process and in accordance with the requirements in regulation 23 of the Public Offers and Admissions to Trading Regulations 2024 and in PRM 2.1.1R.

9. Disclosing inside information relating to cyber incidents

Background

Cyber incidents make it difficult for issuers to assess their disclosure obligations because they can be unexpected, complex, and come from a variety of actors.  

We highlight below our recent observations from discussions with issuers and their advisers on the issuer disclosure obligations that may arise from cyber incidents.

Initial assessment and disclosure

Not every cyber incident will be inside information. Issuers should assess case-by-case whether, at the point when it first becomes aware of the cyber incident, the information about the incident fulfils the criteria defining inside information in Article 7 of the UK Market Abuse Regulation (UK MAR).  

It may be prudent to begin from the assumption that information relating to a cyber incident could constitute inside information. To assess this, issuers should consider the scale and nature of the incident (for example, whether sensitive client/customer or commercial data has been compromised), reputational impact and any immediate or anticipated disruption to the issuer’s operations or financial position.

If the information relating to the incident meets the definition of inside information, the issuer must disclose the information to the public as soon as possible under UK MAR Article 17(1) unless it is comfortable it can, on its own responsibility, delay disclosure of that information (see below).  

In line with DTR 2.2.9G(2), before making its disclosure under Article 17(1), issuers are afforded a short period of time if it is necessary to clarify the situation for example the nature, scale and immediate impact of the incident.  

If the incident affects an issuer’s ability to interact with its customers or clients and it makes proactive or reactive communications in response, it should consider its disclosure obligations that arise under UK MAR Article 17(1).  

It may need to issue a holding announcement, as per DTR 2.2.9G(2), if it believes there is a danger of inside information leaking before the facts and their impact can be confirmed. This may be particularly relevant for issuers in the retail sector whose online and/or payment channels may be affected.

If an issuer discovers that its systems have historically been compromised but there is no current cyber threat, it should assess whether the information relating to this past event currently amounts to inside information, and if so, whether it can delay disclosing that information (see below).

Delaying disclosure under MAR Article 17(4)

Depending on the circumstances, an issuer may, on its own responsibility, delay disclosing inside information if it can satisfy the conditions in MAR Article 17(4).  

This may be particularly relevant if it is negotiating with attackers, and the outcome of negotiations would likely be jeopardised by disclosing the incident immediately.  

An issuer could also become aware of vulnerabilities in its cyber defences even if there is no active incident. These vulnerabilities could in themselves amount to inside information, and disclosing them could make the issuer a target for future cyber incidents. It may be possible to delay disclosure in such circumstances.  

An issuer may only delay disclosing inside information if it can ensure the confidentiality of that information. It’s likely that any attacker is also in possession of the same inside information, so the issuer will need to continually assess whether it remains confidential.  

This will likely depend on the identity of the attacker, the known nature and motive of the attack, and whether the attacker would publicise it.  

As per article 17(7) of UK MAR, where the issuer can no longer ensure the confidentiality of the information, it will need to disclose it to the public as soon as possible.

Subsequent disclosures

As per DTR 2.2.8G, an issuer should carefully and continuously monitor whether changes in its circumstances mean it becomes obliged to make an announcement under article 17 of UK MAR.  

If the incident is ongoing and new information comes to light, then inside information may arise. This might concern the ongoing impact on the issuer’s operations, the likely duration of the incident, and reputational issues that may damage customer or investor confidence.

Even when an incident is fully resolved, inside information may arise where there is a material impact on the issuer’s financial position.  

This could include: the costs and impact of remediation, increased cyber protection costs, and the need for the issuer to revise its previously stated outlook or financial targets.  

We remind issuers that, as per the guidance in Technical Note 521.4 (PDF), justifying non-disclosure of information by offsetting negative and positive news is not acceptable. This applies, for example, where the issuer believes any negative financial impact of the cyber incident may be offset by future expected financial outperformance.

Sharing inside information with government departments, law enforcement, regulatory or crime agencies

Issuers may be required, requested, or choose to share knowledge of impending or actual cyber incidents with government departments, law enforcement, regulatory or crime agencies in jurisdictions relevant to them.  

Issuers sharing details of a cyber incident which amount to inside information will need to consider whether this is lawful under Article 10 of UK MAR.  

That is where the disclosure is necessary and the person disclosing the information is acting in the normal exercise of their employment, profession or duties. The following legislation and guidance may help them consider whether disclosing the information is necessary, and whether the person disclosing it is acting in the normal exercise of their employment, profession or duties.  

  • The FCA’s Market Conduct Sourcebook MAR 1.4.3G states sharing inside information with a government department, the Bank of England, the Competition Commission, the Takeover Panel or any other regulatory body or authority for the purposes of fulfilling a legal or regulatory obligation; or otherwise to such a body in connection with the performance of the functions of that body is a description of behaviour that does not indicate unlawful disclosure. 
  • DTR 2.5.7G also states that, depending on the circumstances, an issuer may be justified in disclosing inside information to certain categories of recipient (including any government department, the Bank of England, the Competition Commission or any other statutory or regulatory body or authority) as long as the recipients are bound by a duty of confidentiality.
  • Article 17(8) of UK MAR states that where an issuer discloses inside information to a third party in the normal course of the exercise of an employment, profession or duties as referred to in Article 10(1) of UK MAR, it must make complete and effective public disclosure of that information, simultaneously in the case of an intentional disclosure and promptly in the case of a non-intentional disclosure. This does not apply if the person receiving the information owes a duty of confidentiality, regardless of whether such duty is based on a law, on regulations, on articles of association, or on a contract.

Disclosing inside information about cyber incidents to relevant government departments or agencies, such as the National Cyber Security Centre (NCSC) in connection with the performance of its functions (which include safeguarding the UK’s critical systems and online services and providing incident response to minimise harms and restore operations) may indicate that the issuer is acting in the normal exercise of their employment, profession or duties.

This may also apply to information-sharing communities set up and overseen by the NCSC for assisting others in preventing or mitigating cyber threats.

When issuers make these disclosures, we encourage issuers to inform recipients that the information they are about to receive is or could be inside information, and that they should keep it confidential and be aware of their obligations under UK MAR.  

It may also be prudent for issuers to document the information that has been disclosed, whether the issuer considers it inside information, and their justification for disclosing it under UK MAR article (10).

We remind regulated firms that the FCA's Operational Incident and Third-Party Reporting rules, set out in PS26/2, will come into force on 18 March 2027. Under the new requirements, firms will use the new reporting framework to notify the FCA of qualifying cyber and operational incidents, providing timely information on the impact, severity and lifecycle of incidents. Firms should ensure they are familiar with the requirements, reporting templates and associated guidance ahead of implementation.

10. Updated webpage for UK Listing Rules (UKLR) checklists

We've updated our UKLR checklists webpage to make it clearer when submission of a checklist(s) is required.

We've removed outdated checklists for circulars.

Since 29 July 2024, issuers have not needed FCA approval for certain circulars; the updated page only shows checklists for documents that need our approval. This includes circulars about:

  • Reverse takeovers.
  • Cancelling or transferring a listing.
  • Related party transactions by closed-ended investment funds.

We do not expect issuers, sponsors or advisers to submit checklists relating to matters for which the circular does not require our approval. For combined circulars: we only need to receive a checklist for the part of the circular that needs our approval, not for any other matters in the same document.