The Knowledge Base has been updated with the guidance set out in Primary Market Bulletin No. 51.
Date of consultation
April 2024
Summary of changes to the Knowledge Base
The Knowledge Base[1] is the FCA's repository of non-handbook commentary that has the status of formal FCA guidance. It consists of a series of short procedural and technical notes published in PDF form and ordered by topic. The notes relate to aspects of the:
The information is designed to help issuers, sponsors and practitioners interpret these rules.
We have made the following changes to the Knowledge Base, following our consultation in Primary Market Bulletin No. 48[5]:
The addition of one new technical note:
Sponsor’s confirmation in relation to modified transfer of listing category (Primary Market / TN / 721.1[6])
The amendment of the following existing technical notes:
- The sponsor’s role on working capital confirmations (Primary Market / TN / 704.4[7])
- Sponsors: uncertain market conditions (Primary Market / TN / 705.3[8])
- Sponsors who are part of an investment management group (Primary Market / TN / 707.2[9])
- Sponsor’s obligations on financial position and prospects procedures (Primary Market / TN / 708.4[10])
- Sponsor transactions – adequacy of resourcing (Primary Market / TN / 709.5[11])
- Sponsor notifications (Primary Market / TN / 711.2[12])
- Additional powers to supervise and discipline sponsors (Primary Market / TN / 712.3[13])
- Sponsors – guidance on the competence requirements set out under UKLR 24.4.12R(2)(b) (Primary Market / TN / 714.5[14])
- Sponsors: Practical implications of competence requirements for sponsors and applicants (Primary Market / TN / 715.4[15])
- Sponsor’s duty regarding directors of listed companies (Primary Market / TN / 718.2[16])
- Sponsor’s obligations on established procedures (Primary Market / TN / 719.2[17])
- Sponsor’s obligations on no adverse impact (Primary Market / TN / 720.2[18])
- Compliance with the Listing Principles (Primary Market / TN / 203.5[19])
- Classification tests (Primary Market / TN / 302.3[20])
- Amendments to the terms of a transaction (Primary Market / TN / 304.2[21])
- Related party transactions – fair and reasonable confirmations (Primary Market / TN / 308.4[22])
- Shareholder votes in relation to hypothetical transactions (Primary Market / TN / 312.2[23])
- Working capital statement – basis of preparation (Primary Market / TN / 320.3[24])
- Profit forecasts and estimates (Primary Market / TN / 340.4[25])
- Shell companies (cash shells and special purpose acquisition companies (SPACs)) (Primary Market / TN / 420.4[26])
- Pro forma financial information (Primary Market / TN / 633.3[27])
The deletion of the following technical notes:
- Eligibility for premium listing – financial information and the track record requirement (UKLA / TN / 102.1)
- Refinancing and reconstructions (Primary Market / TN / 301.2)
- Related party transactions – Content of RIS announcement (UKLA / TN / 309.2)
- Reverse takeover and uncapped consideration (UKLA / TN / 314.1)
- Application of related party rules to funds investing in highly illiquid asset classes (UKLA / TN / 406.1)
- Scientific research based companies (UKLA / TN / 422.3)
- Removal from the Official List of listed equity shares of individual funds of open-ended investment companies (UKLA / TN / 424.1)
- Property companies (UKLA / TN / 426.1)
- Mineral companies (UKLA / TN / 427.1)
Summary of feedback received, our responses and changes made to the guidance
We received feedback on our proposals. We summarise the feedback received, our responses and changes made to the guidance as a result in Primary Market Bulletin No. 51[28].