UK FCA Primary Market Bulletin No. 66

The UK Financial Conduct Authority (FCA) has published Primary Market Bulletin 66 (PMB 66) covering developments relevant to primary market participants. The bulletin finalises technical note (TN) 619.3, which contains guidelines on disclosure requirements under the Prospectus Rules: Admission to Trading on a Regulated Market (PRM) and guidance on specialist issuers. It also makes consequential amendments to TN 321.5 on working capital statements and risk factors, following consultation in PMB 63. The updated guidelines aim to provide flexibility so that a clean working capital statement may be given where directors judge that certain uncommitted facilities can be considered available for the entirety of the working capital period, with appropriate disclosure alongside the working capital statement in the prospectus.

In PMB 66, the FCA also consults on a new proposed TN 803.1, which will set out the FCA's expectations for issuers under the new sustainability disclosure requirements and replace the existing UK Listing Rules guidance in TN 801.4. The rest of TN 801.4 will remain in force. TN 803.1 will also replace TN 802.3 in full. The deadline for responses is 28 October, and the FCA intends to finalise the guidance before the new rules take effect in January 2027. The FCA also sets out a list of its expectations to help listed companies prepare for the new requirements. Further details of the final sustainability disclosure rules are covered separately here.

PMB 66 also sets out the FCA's observations on disclosing inside information relating to cyber incidents. These were drawn from discussions the FCA held with issuers and their advisers. The FCA's observations also address disclosures relating to the discovery of historical systems compromise, delaying disclosure, making subsequent disclosures, and sharing inside information with authorities.

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