Primary Market Bulletin 55

Newsletters Published: 17/04/2025 Last updated: 24/04/2025

Newsletter for primary market participants, April 2025 / No. 55.

About this edition

In Primary Market Bulletin (PMB) 55 we:

  1. Provide feedback on our consultation in PMB 53[1], finalise 44 technical and procedural notes, and delete 1 technical note and 1 procedural note.
  2. Consult on further proposed changes to guidance in our Knowledge Base for the listing regime. This follows the implementation of the new UK Listing Rules (UKLR)[2], which came into force on 29 July 2024 (PS24/6[3]). We are consulting on proposed amendments to 4 technical notes.
  3. Consult on proposed updates and clarifications to Technical Note 507.1 ‘Structured digital reporting for annual financial statements prepared in accordance with International Financial Reporting Standards’.
  4. Highlight the finalised rules to update Handbook references to the UK Corporate Governance Code 2024.

What's new

Further proposed changes to guidance in our Knowledge Base for the listing regime

We are continuing to update technical and procedural notes in our Knowledge Base[4]. The updates reflect last year’s changes to the listing regime and feedback on the sponsor regime. We started this process with PMB 48 and have continued with PMBs 50, 51 and 53. This is in line with the phased approach we announced in PMB 48.  

In this PMB, we address outstanding items from PMBs 48 to 53 and consult on changes to the remaining technical notes still to be updated for the UKLR. We propose changes to technical notes for non-sponsor topics.  

While we are finalising the majority of our technical and procedural notes for UKLR-related updates via this PMB, there are still 5 technical notes in our Knowledge Base which still refer to the pre-July 2024 Listing Rules.  These are ones we are consulting on in this PMB and technical note 710, discussed below. We expect companies and other market participants to interpret Listing Rules references in light of the UKLR now in force until the notes are updated. We are aiming to finalise the four notes under consultation in this edition by July 2025. We will provide an update on note 710 in a future PMB.

Finally, we have also consulted on the new Public Offers and Admissions to Trading Regulations regime via CP24/12[5] and CP25/2[6]. Those consultations include asking for views on updates to our technical note guidance on prospectus disclosure. Until the new regime and any corresponding new guidance comes into force, the current guidance continues to apply. 

Proposed changes to Technical Note 507.1

TN/507.1: ‘Structured digital reporting for annual financial statements prepared in accordance with International Financial Reporting Standards’

We are consulting on a small number of changes to this Technical Note[7], including to reflect the fact that a new ESEF taxonomy has been published. It is relevant to the existing rules on the reporting format in DTR 4.1 – from DTR 4.1.15R.

Finalised amendments to update Handbook references to refer to the UK Corporate Governance Code 2024

We published CP24/26: Quarterly Consultation Paper No. 46[8] on 6 December 2024. Chapter 6 of this included our proposed changes to update references to the new 2024 edition of the UK Corporate Governance Code in the UK Listing Rules and the wider Handbook. The consultation on these proposals closed on 13 January 2025. We published our final rules in our Handbook Notice 128[9] on 28 March 2025 together with feedback on responses. The changes ensure that the Handbook refers to the 2024 edition of the UK Corporate Governance Code. For further details, please see our Handbook Notice 128.

Consultation feedback and changes to the Knowledge Base following PMB 53

Responses

We received 2 responses to our consultation, including a joint response. We summarise and address the feedback below.

Guidance on the UK Listing Rules other than the sponsor regime

In PMB 53, we consulted on changes to 36 technical and procedural notes and on deleting 1 technical note and 1 procedural note.

We received feedback on 3 technical notes:

Guidance on the sponsor regime

In PMB 53 we consulted on the following proposed changes to the Knowledge Base:

  • Amending 4 existing technical notes.
  • Further amendments to 1 existing technical note, and
  • Amending 3 existing procedural notes.  

Other than as discussed below, we received no feedback on the amendments to the 4 existing technical notes and 3 existing procedural notes. Other than Technical Note 706.1 (Sponsors: innovative structures and schemes) we are therefore finalising these notes without further amendment.

Sponsors: innovative structures and schemes - UKLA/TN/706.1[17]

The only changes we have made to this note from the version consulted on via PMB 53 are to correct the four references to ‘Listing Rules’ to ‘UK Listing Rules’.

Having already proposed changes to TN 710 (Sponsor Services: Principles for Sponsors) in PMB 48, we consulted on further changes to this in PMB 53 (GC24/6: Primary Market Bulletin No. 53[18]), following feedback. One trade body provided material feedback on our proposed revisions. We are therefore not seeking to finalise this note at this time. The feedback raised a concern that our guidance suggests a client may only find out that a sponsor service was involved after the transaction, creating ambiguity at the time the transaction is undertaken. We are considering this feedback and will respond in a future PMB. 

Consultation on proposed changes to the Knowledge Base

We are consulting on consequential changes to the following existing technical notes:

We propose to update several of our technical notes to reflect both the most recent changes to the listing regime and to update them for historical changes. The amendments do not affect the substance of the guidance in these notes.

Technical and procedural notes on the listing regime

We are consulting on proposed changes to the following existing technical note:

Cost benefit analysis

We did not include a cost benefit analysis (CBA) for the proposals in PMB 48, 51 and 53, as we undertook a CBA in CP23/31. The changes to our guidance set out in PMB 48, 51 and 53 were a direct consequence of CP23/31. Similarly, the changes to our guidance in this PMB (except for TN 507.1) are a direct consequence of PS24/6 and the UKLR. As explained in PS24/6, we have not made changes to the CP23/31 proposals in a way that materially affects the CBA’s analysis and findings. So the CBA published in CP23/31 still applies.

We have not included a CBA on our proposed changes to technical note Primary Market/TN/507.1 because we are not changing our existing approach to the generally accepted taxonomy already set out in the guidance. Our proposed changes are minor updates and clarifications, including that we consider the latest ESEF taxonomy (the ESEF 2024 taxonomy) to be a ‘generally accepted taxonomy’ in line with that approach. Our high-level assessment is that these changes do not have an element of novelty which may be, in effect, prescriptive or prohibitive that may result in significant costs being incurred.

We believe that the changes to our guidance ensure consistent and clear regulatory expectations on obligations for market participants.

Secondary international competitiveness and growth objective

The Financial Services and Markets Act 2000 as amended by the Financial Services and Markets Act 2023 requires us to consider the international competitiveness of the UK economy (in particular, the financial services sector), and its growth in the medium to long term.

The changes to our guidance in this PMB (except for TN 507.1) are a direct consequence of PS24/6 and the introduction of the UKLR. As we set out in PS24/6, our final rules should deliver more proportionate regulation and enable our markets to be competitive in attracting listings and promoting the growth of UK listed companies. In turn, this will support the wider UK economy and returns for investors.

We consulted on our existing technical note Primary Market/TN/507.1 in CP23/2, alongside new rules for DTR 4.1 (including DTR 4.1.18R(2) which the note provides guidance on) that carried over EU legislation on digital reporting directly into our Handbook. Our consultation noted our proposals were primarily intended to advance our operational objective of market integrity and considered them to be compatible with our strategic objective of ensuring that the relevant markets function well. We have considered the proposed changes to the technical note against those objectives and our secondary international competitiveness and growth objective under FSMA and consider them to be compatible.

Legislative and Regulatory Reform Act 2006 (LRRA)

We consider that the final guidance has regard to the 5 LRRA principles, that regulatory activities should be carried out in a way which is:  

  • transparent
  • accountable
  • proportionate
  • consistent
  • targeted only at cases in which action is needed

We have had regard to the Regulators’ Code, particularly the requirement for proportionate and targeted regulatory activity. The aim of the amendments to the Knowledge Base in this PMB is to update guidance to issuers and primary market practitioners.

Equality and diversity

We have considered the equality and diversity issues that may arise from our proposals and our final guidance. We do not consider that our proposals or our final guidance materially impacts any of the groups with protected characteristics under the Equality Act 2010.

The Treasury’s remit letter

On 15 November 2024, the Treasury published a remit letter[23] under section 1JA FSMA 2000. This letter set out new recommendations on Government policy which we have to consider. In making the proposed changes to the Knowledge Base in this PMB we have considered the recommendations on aspects of the Government’s economic policy to which we should have regard in our general duties.

Our view is that the intended effects of our proposals and finalised guidance are in line with the remit letter’s recommendations. We will also have regard to the remit letter when finalising and issuing the guidance.

UK Listing Rules – changes to the Knowledge Base

Updated procedural and technical notes

  1. Primary Market/PN/909.3 – Sponsor firms - Ongoing requirements during re-organisations[24]
  2. Primary Market/PN/910.3 – Additional powers to supervise sponsors[25]
  3. Primary Market/PN/912.2 – Sponsor Service Enquiry Line[26]
  4. Primary Market/TN/701.4 – Sponsors: Identifying and managing conflicts [27]  
  5. Primary Market/TN/706.2 – Sponsors: Innovative structures and schemes[18]
  6. Primary Market/TN/713.2 – Sponsors: Application of principle to deal with the FCA in an open and co-operative manner[28]
  7. Primary Market/TN/716.2 – Sponsors: Joint sponsors - communications with the FCA[29]
  8. Primary Market/PN/901.5 - Eligibility process[30]
  9. Primary Market/PN/902.3 - Listing securities via final terms[31]
  10. Primary Market/PN/903.5 - Review and approval of documents[32]
  11. Primary Market/PN/907.4 - Block Listings[33]
  12. Primary Market/PN/908.3 - Primary Market Oversight and Listings - decision making and individual guidance processes[34]
  13. Primary Market/PN/911.2 - Substitution of issuer of debt securities[35]
  14. Primary Market/PN/913.2 - Schemes of arrangement and reconstructions[36]
  15. Primary Market/TN/101.3 - Restrictions on transfer[37]
  16. Primary Market/TN/202.3 - Share buy-backs with mix and match facilities[15]
  17. Primary Market/TN/204.3 - Ratification circulars[38]
  18. Primary Market/TN/205.3- Circulation and publication of unapproved documents[39]
  19. Primary Market/TN/207.3 - Equality of treatment - Listing Principle 5[40]
  20. Primary Market/TN/208.2 - Long-term incentive schemes[41]
  21. Primary Market/TN/209.4 - Listing Principle 2 – Dealing with the FCA in an open and cooperative manner[10]
  22. Primary Market/TN/210.2 - Cancellation of listing or transfer between listing categories - requests to waive the 20 business day notice period[16]
  23. Primary Market/TN/305.3 - Hostile takeovers[11]
  24. Primary Market/TN/307.2 - Aggregating transactions[12]
  25. Primary Market/TN/310.2 - Share buybacks - novel/complex approaches and Listing Principle 5[41]
  26. Primary Market/TN/311.2 - Discounted share issues and standard of disclosure in circulars[42]
  27. Primary Market/TN/315.2 - Quantified financial benefits statements  [43]
  28. Primary Market/TN/321.3 - Working capital statements and risk factors[44]
  29. Primary Market/TN/401.2 - Acquiring assets effected by way of a scheme of reconstruction[45]
  30. Primary Market/TN/402.2 - Co-investment between closed-ended funds and their investment managers' employees[46]
  31. Primary Market/TN/403.3 - Class testing changes to an investment management agreement[47]
  32. Primary Market/TN/404.2 - Related party transactions by closed-ended investment funds - amendment to an existing investment management agreement to cover new money[48]
  33. Primary Market/TN/405.2 - Investment management agreements and independence of the board[49]
  34. Primary Market/TN/407.2 - Closed-ended investment funds with multiple share classes[50]
  35. Primary Market/TN/408.2 - Eligibility of closed-ended investment funds[51]
  36. Primary Market/TN/409.3 - Master-feeder structures[14]
  37. Primary Market/TN/410.2 - Definition of "investment manager"[52]
  38. Primary Market/TN/421.2 - Real Estate Investment Trusts[53]
  39. Primary Market/TN/423.3 – Open-ended investment companies[54]
  40. Primary Market/TN/502.3 - Preliminary statement of annual results[55]
  41. Primary Market/TN/522.4 - Disclosure of "lock-up" agreements[56]
  42. Primary Market/TN/624.2 - Operating and financial reviews[57]
  43. Primary Markets/TN/801.3 - Disclosures in relation to ESG matters, including climate change[58]
  44. Primary Market/TN/802.2 - TCFD aligned climate-related disclosure requirements for listed companies[59]

Deleted procedural note and deleted technical note

  1. Primary Market/PN/905.3 - Passporting
  2. Primary Market/TN/630.2 - Choice of home member state under the PD 

We want to hear what you think

See GC25/1[60] consulting on the changes we propose to make to the Knowledge Base.

Please send your comments on our proposals to update the existing technical notes by 15 May 2025 to [email protected].

On 17 April 2025, we also published FG25/1[61] setting out changes to the Knowledge Base, following our consultation in PMB 53.


Source URL: https://stager.fcatest.org.uk/publications/newsletters/primary-market-bulletin-55

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