Listing regime - Latest FCA Guidance in Primary Market Bulletin 55

The Financial Conduct Authority (FCA) has published a new Primary Market Bulletin (PMB 55) with further updates to its Guidance Notes. 

Following the changes to the listing regime and the introduction of the UK Listing Rules (UKLRs) last year, the FCA has been updating its Guidance Notes in stages. PMB 55 finalises notes that were consulted on in earlier Primary Market Bulletins, and consults on some minor changes to the remaining notes.

Notes that are now finalised

The following notes have now been finalised with some minor amendments:

• Listing Principle 2 – Dealing with the FCA in an open and cooperative manner (TN/209.4) – this has been amended to clarify when an issuer is required to notify the FCA if they are no longer in compliance with certain continuing obligations;

• Hostile takeovers (TN305.3) – the responsibility statement has been updated to reflect the new drafting in UKLR 10.4.1R(6) but there is no change to the substance of the guidance; and

• Aggregating transactions (TN/307.2) – this now makes clear that it applies to closed ended investment funds.

Other notes have been finalised largely as consulted on and are now available in the FCA's Knowledge Base, with the exception of TN/710 (Sponsor Services: Principles for Sponsors) – the FCA says that it has received material feedback on this note and will respond on it in a future Primary Market Bulletin.

A full list of the notes that have been updated is available in FG25/1.

Consultation on changes to other guidance notes

The FCA is consulting on amendments to the following notes. It says that the changes are to reflect both the most recent changes to the listing regime and to update them for historical changes, but are not intended to affect the substance of the guidance:

• Periodic financial information and inside information (FCA/TN/506.2)

• Delaying disclosure/dealing with leaks and rumours (UKLA/TN/520.2)

• Assessing and handling inside information (UKLA/TN/521.3)

• Issuer's obligations (UKLA/TN/542.2)

Blacklines showing the changes are available via GC25/1.

The FCA is also consulting on changes to its Technical Note TN/507.1 on 'Structured digital reporting for annual financial statements in accordance with IFRS' – these changes are to reflect the new ESEF taxonomy.

The consultation on these notes closes on 15 May 2025 and the FCA says that it aims to finalise them by July 2025.