We are consulting on the following changes we propose to make to the Knowledge Base.
October 2025 update
Please note that this webpage was updated on 31 October 2025 as we identified clerical errors in some of the guidance notes we propose to amend, as follows:
(a) Draft Procedural Notes 903 and 908, and Technical Notes 305, 321, 522, 623, 626, 629 and 635 displayed blackline deletions which did not relate to any proposed deletions of text from the existing notes. Whilst the initially published draft notes ultimately showed how we propose the finalised text of the notes to appear, updated versions correcting the blackline errors were published on 31 October 2025 and are available via the relevant weblinks below. Please use these versions for the consultation ending on 21 November 2025; and
(b) Errors in the draft Technical Note 602.5 were found, details of which are set out in the 'Amendments to the following technical notes' section below. An updated version was published on 31 October 2025 and is now available via the relevant weblink below. Please use this version for the consultation ending on 5 December 2025.
We apologise for these errors in the initial publication.
Why we are consulting
On 15 July 2025 we published Policy Statement PS25/9[1], setting out the new Public Offers and Admissions to Trading Regulations (POATRs) regime which consists of:
- Our new Prospectus Rules: Admission to Trading on a Regulated Market (PRM) sourcebook.
- Amendments to the Market Conduct sourcebook for firms operating primary multilateral trading facilities.
We are also making amendments to the UK Listing Rules (UKLRs) as well as other consequential changes to the Handbook.
These new rules and amendments will all come into force on 19 January 2026.
In PS25/9 we explained that we planned to consult on additional Technical Notes to provide guidance for the POATRs regime. We are now consulting on introducing new Technical Notes and changes that we are proposing to make to the Knowledge Base[2] in relation to the POATRs regime.
Summary of our proposals
We are consulting on the following changes to the Knowledge Base[3]. For ease, amended notes are presented with changes marked.
We summarise our proposals in Primary Market Bulletin 58[4].
Four new technical notes:
Content of the prospectus exemption document for takeovers, mergers and divisions[5] – Primary Market/TN/608.1
Fungible securities[6] - Primary Market/TN/609.1
Public offers and prospectus publication[7] - Primary Market/TN/610.1
Preparation of protected forward-looking statements[8] - Primary Market/TN/639.1
Amendments to the following procedural notes:
Eligibility process[9] - Primary Market/PN/901.5
Listing securities via final terms[10] - Primary Market/PN/902.3
Review and approval of documents[11] - Primary Market/PN/903.5
Primary Market Oversight and Listing Transactions – decision making and individual guidance process[12] - Primary Market/PN/908.3
Substitution of issuer of debt securities[13] - Primary Market/PN/911.2
Sponsor Service Enquiry Line[14] - Primary Market/PN/912.2
Schemes of arrangement and reconstructions[15] - Primary Market/PN/913.2
Amendments to the following technical notes:
Circulation and publication of unapproved documents[16] - Primary Market/TN/205.3
Hostile takeovers[17] - Primary Market/TN/305.3
Quantified Financial Benefits Statements[18] - Primary Market/TN/315.2
Working capital statements and risk factors[19] – Primary Market/TN/321.3
Profit forecasts and estimates[20] – Primary Market/TN/340.4
Disclosure of "lock-up" agreements[21] - Primary Market/TN/522.4
Exemptions from the requirement to prepare a prospectus[22] - Primary Market/TN/602.4
NOTE: following initial publication on 17 October 2025, the following errors were found in the draft TN 602.5:
- Within the 'b) Subdivision or consolidation' section on page 3, the deletion of the heading 'Private companies' was not showing.
- Within the 'b) Subdivision or consolidation' section on page 3, the addition of the wording 'if the issuing of such new shares does not involve any increase' [before 'in the issued capital'] was not showing.
- Within the 'd) Securities allotted to existing or former directors' section on page 8, in the first sentence it stated 'trading off transferable securities' when it should have stated 'trading of transferable securities'.
An updated version of draft TN 602.5 correcting these errors was published on 31 October 2025 and a link to this version is now available via the heading above. Please use this version for the consultation ending on 5 December 2025.
Prospectus regulation advertisement regime[23] - Primary Market/TN/604.2
Supplementary prospectuses[24] - Primary Market/TN/605.4
Global Depository Receipts[25] - Primary Market/TN/607.1
Guidelines on disclosure requirements under the Prospectus Regulation and Guidance on specialist issuers[26] - Primary Market/TN/619.1
Collective investment undertaking prospectuses - portfolio disclosure[27] – Primary Market/TN/622.2
Documents available for inspection[28] - Primary Market/TN/623.2
Current trading and trend information[29] - Primary Market/TN/625.2
Directors' and management disclosures in share prospectuses[30] – Primary Market/TN/626.2
Prospectus content - financial information[31] – Primary Markets/TN/627.2
Significant change statements[32] - Primary Market/TN/628.3
Final Terms[33] – Primary Market/TN/629.4
Zero coupon notes[34] – Primary Market/TN/631.2
Pro forma financial information[35] – Primary Market/TN/633.3
Financial information on guarantors in debt prospectuses and requests for omission[36] – Primary Market/TN/634.2
FRS 102 Cash Flow Statement Exemptions[37] – FCA/TN/635.1
Order of information in the prospectus[38] – Primary Market/TN/636.1
Level of disclosure for securities subject to conversion or write-down powers[39] – Primary Market/TN/637.1
Guidance on application of complex financial history and significant financial commitment rules[40] – Primary Market/TN/638.1
Sponsors: Identifying and managing conflicts[41] - Primary Market/TN/701.4
The sponsor's role on working capital confirmations[42] – Primary Market/TN/704.4
Sponsor transactions – adequacy of resourcing[43] – Primary Market/TN/709.5
Sponsor Services: Principles for Sponsors[44] - Primary Market/TN/710.2
Sponsors: Application of principle to deal with the FCA in an open and co-operative manner[45] – Primary Market/TN/713.2
Sponsors: Guidance on the competence requirements set out under UKLR 24.4.12R(2)(b)[46] – Primary Market/TN/714.5
Sponsors: Practical implications of competence requirements for sponsors and applicants[47] – Primary Market/TN/715.4
Sponsors’ duty regarding directors of listed companies[48] – Primary Market/TN/718.2
Disclosures in relation to ESG matters, including climate change[49] – Primary Market/TN/801.3
TCFD aligned climate-related disclosure requirements for listed companies[50] – Primary Market/TN/802.2
Deletion of the following procedural notes:
Public offer prospectus - Drafting and approval[51] - UKLA/PN/904.4
Block Listings[52] - Primary Market/PN/907.4
Deletion of the following technical notes:
Working capital statement – basis of preparation[53] - Primary Market/TN/320.3
Open-ended investment companies[54] - Primary Market/TN/423.3
Public offers[55] - Primary Market/TN/601.3
Public offers – the six-day rule[56] - Primary Market/TN/603.2
Operating and financial reviews (OFR)[57] – Primary Market/TN/624.2
Next steps
Please send your comments on our proposals by:
- 5 December 2025 for all the new technical notes, the amendments to PN 902, TN 602, TN 619, TN 628, TN 801 and TN 802
- 21 November 2025 for all other notes
Background
The Knowledge Base[3] is our repository of non-Handbook commentary that has the status of formal FCA guidance.
It consists of a series of procedural and technical notes ordered by topic. The notes involve, among other topics, aspects of the:
- UK Listing Rules.
- Prospectus Regulation Rules.
- Disclosure Guidance and Transparency Rules.
The information aims to help issuers, sponsors and practitioners interpret these rules.