Listing Regime – latest FCA guidance in Primary Market Bulletin 59

The FCA has also published Primary Market Bulletin 59 (PMB 59) covering the findings of its delayed disclosure of inside information review, cryptoasset acquisitions by listed companies, its upcoming review of the short selling regime and the enhancements to the national storage mechanism going live shortly.

FCA review of delayed disclosure of inside information under UK MAR

The FCA has reviewed compliance with the requirements under Article 17(4) of the UK Market Abuse Regulation (UK MAR), which allows issuers to delay public disclosure of inside information under certain conditions. This follows its previous review in November 2020 (read more on our blog here), and which it has used by way of comparison.

The FCA reviewed delayed disclosure of inside information (DDII) notifications submitted to it from 1 April 2022 to 31 March 2024. In summary, it found:

• there was a "significant and unexpected" 39% decrease in DDII notifications per day compared to the previous review, with only 18% of issuers making notifications (down from 25% in 2020);
• the average delay in disclosure increased by 7 days to 35.2 days; and
• most notifications related to M&A, business updates, and corporate finance (2 notifications related to PDMR dealings).

The FCA also says its followed up with a number of outliers in terms of the length of delay, delays in notifying, and the number of DDII notifications made.

The FCA observes that fewer issuers making DDII notifications and delaying disclosure of inside information for longer may not mean that levels of compliance have fallen, but could be because less information was identified as inside information or fewer issuers made use of the ability to delay disclosure. However, in setting out the findings of its review it uses PMB 59 as an opportunity to remind all issuers of their obligations under UK MAR and Listing Principle 1 (which requires all listed companies to have adequate procedures, systems and controls).

Other topics in PMB 59

The FCA notes that some listed companies are acquiring cryptoassets (e.g., bitcoin) as part of treasury management. The FCA reminds companies to communicate clearly  both the risks and benefits of such strategies to investors, that the acquisition of a significant volume of cryptoassets can amount to a reverse takeover, and information relating to the acquisition of cryptoassets can amount to inside information.

In PMB 59 the FCA also states that it will publish a consultation paper on proposals to review the short selling regime in the UK shortly, hosting an event on 6 November 2025 that will cover the proposed changes.

The FCA also remind companies that from 3 November 2025, new metadata requirements apply to disclosures via its electronic submission system and via RIS providers (you can read more on the rules change on our blog here). The changes include the requirement that disclosures must include the company's Legal Entity Identifier (LEI) and name, and the list of headline codes and categories for disclosures has been updated.