UK FCA Primary Market Bulletin 64: TVR disclosures and observations on significant transactions

The UK Financial Conduct Authority (FCA) has published Primary Market Bulletin 64, setting out its findings from a 2025 follow-up review of total voting rights (TVR) disclosures and providing observations on significant transaction notifications under the UK Listing Rules (UKLR). The FCA found that, while most issuers disclosed information relevant to TVRs, some announcements lacked sufficient clarity because they neither contained a dedicated TVR subsection nor made any direct mention of the total number of voting rights. This made it difficult for shareholders to identify the TVR used to calculate shareholding thresholds.

The FCA reminds issuers to confirm TVR figures clearly, use appropriate headline disclosure classifications where possible, and refer expressly to "total voting rights" when such information is included within broader announcements.

The FCA also reported on its review of significant transaction notifications under the UKLR, following the July 2024 reforms that removed the requirement for commercial companies with equity shares to publish an FCA-approved circular and obtain shareholder approval for significant transactions. Instead, companies are now required to notify shareholders under a notification-based regime. The FCA observed differing approaches to the number and presentation of risks disclosed by companies and noted that some issuers relied on overly generic risk disclosures. The FCA reminds issuers that risk disclosures should be tailored to the company, taking into account the nature and circumstances of the transaction, and should clearly articulate the specific risks posed to the company rather than relying on generic descriptions.

On board statements, the FCA noted that some issuers had not used the prescribed wording required by the UKLR. The FCA emphasises that issuers must follow the prescribed text and that bespoke wording that dilutes the intent of the rule is not acceptable. Board statements should therefore include the wording: "the transaction is, in the board's opinion, in the best interests of security holders as a whole". The requirement to use prescribed wording also applies to the fair and reasonable statement in related party transaction notifications under UKLR 8.2.2R(4).

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