UK Primary Market Bulletin 65 on UK equity markets and inside information

The UK Financial Conduct Authority (FCA) has published Primary Market Bulletin 65 covering a range of developments relevant to listed issuers, sponsors and their advisers. The FCA warns of a growing trend of potentially misleading statements in regulatory announcements, noting that some issuers are releasing announcements containing language that is vague, exaggerated and flamboyant, or that resembles marketing material rather than regulated information. The FCA reminds issuers that regulatory announcements must comply with the requirements of the UK Market Abuse Regulation (UK MAR), the Disclosure Guidance and Transparency Rules, and the UK Listing Rules, including the requirement that issuers "shall not combine the disclosure of inside information to the public with the marketing of [their] activities".

The bulletin also sets out findings from the FCA's review of sponsor specialist due diligence for new admissions to the equity shares (commercial companies) (ESCC) category. The FCA notes an encouraging shift away from a uniform, "off the shelf" approach to expert reporting, with sponsors increasingly adopting more tailored and proportionate approaches, particularly in relation to long-form financial due diligence reports.

On delayed disclosure of inside information (DDII), the FCA reports that its review of DDII notifications under Article 17(4) of UK MAR did not identify widespread failings but did reveal some inconsistent practices, particularly the blanket classification of information as inside information. The FCA will continue to monitor DDII notifications and may provide further updates where appropriate.

The bulletin also outlines the FCA's emergency intervention powers under the Short Selling Regulations 2025, which came into force on 13 July. These powers include requiring notification of net short positions at lower thresholds, prohibiting or imposing conditions on short selling, and restricting short selling following a significant price fall. Finally, the bulletin refers to the new inside information declaration form, which must be included with all new equity case submissions through the Electronic Submission System portal from 21 September. This requirement was initially announced on 7 August.

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