UK listing regime – FCA’s latest guidance on UK Listing and Transparency Rules

Primary Market Bulletin 64 identifies shortfalls in total voting rights notifications and significant transaction announcements, and sets out where practices should improve

The Financial Conduct Authority (FCA) has published its latest Primary Market Bulletin (PMB 64) which discusses total voting rights (TVR) disclosures and significant transaction announcements

TVR disclosures

Under DTR 5, issuers are required to announce any changes in the TVR in the company at the end of each month (DTR 5.6.1R). DTR 6 requires issuers to use specified headline categories and codes (set out in DTR 8 Annex 2) for any regulatory announcements submitted for filing at the National Storage Mechanism (NSM) (DTR 6.2.2AR / DTR 6.3.7R). 

The FCA conducted a review of TVR disclosures in 2025 to assess whether clarity of the disclosures had improved following a similar review conducted in 2020. In light of its findings, the FCA highlights that:

• Clear confirmation of TVR figures – Issuers should ensure that disclosures made to comply with DTR 5.6.1R specifically confirm TVR figures, particularly where these figures are included within a wider announcement.
• Headline classification – For disclosures that set out TVR figures, issuers should select “Total Voting Rights” as the headline where possible (in accordance with DTR 6.2.2AR and DTR 8 Annex 2). However, where the TVR information is included as part of a broader disclosure, issuers may use a different headline to reflect the main subject of the announcement. In those circumstances, the announcement must expressly refer to ‘total voting rights’ somewhere in the text, so that the information can still be easily located via a keyword search on the NSM.
   

Significant transaction and related party transaction announcements

Under the UK Listing Rules, a company is required to make an announcement if it enters into a significant transaction (being a transaction not in the ordinary course of business that represents 25% or more in any class test (UKLR 7.1.3 R)).

The FCA has been monitoring announcements and in PMB 64 reiterates that:

• Risks to the company – In line with the guidance in UKLR 7.3.5G(2), risk disclosures should be tailored to the company and the transaction – they should not be generic in nature.
• Board statements – On a significant transaction, the board must confirm that “the transaction is, in the board’s opinion, in the best interests of security holders as a whole.” On a related party transaction, the announcement must contain a statement by the board that “the transaction or arrangement is fair and reasonable as far as the security holders of the company are concerned and that the directors have been so advised by a sponsor”. Announcements must contain the prescribed text, and bespoke or narrowed wording is not acceptable.