Guidance consultation opens
13/12/2024
13/12/2024
Guidance consultation closes
23/01/2025
GC24/6: Primary Market Bulletin No. 53
We are consulting on the following proposed changes to the Knowledge Base.
Why we are consulting
In CP23/31, we explained that we intended to consult on proposed revisions to key Technical and Procedural Notes. Our aim was to reflect the proposed changes to the Listing Regime, including aspects of the sponsor regime.
We started the consultation process with PMB 48, which continued with PMB 50. In line with the phased approach, we are continuing to update Technical and Procedural Notes in our Knowledge Base. This reflects recent changes to the listing regime and feedback we have had on the sponsor regime in addition to the recent rule changes. We are now:
- re-consulting on 2 Technical notes we originally consulted on in PMB 48,
- consulting on amendments to 43 existing Technical and Procedural Notes, and
- consulting on the deletion of 1 Technical note and 1 Procedural Note.
We propose to add these to the Knowledge Base in relation to the listing regime.
The Knowledge Base is the FCA’s 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 relate to, among others, aspects of the Listing Rules, Prospectus Regulation Rules and Disclosure Guidance and Transparency Rules.
The information is designed to help issuers, sponsors and practitioners interpret these rules.
Summary of our proposals
We are consulting on the following changes to the Knowledge Base. For ease, the amended Technical Notes are presented with changes marked.
The amendments to the following technical and procedural notes:
Technical and Procedural notes on the sponsor regime
UKLA/PN/909.2 – Sponsor firms - Ongoing requirements during re-organisations
UKLA/PN/910.2 – Additional powers to supervise sponsors
FCA/PN/912.1 – Sponsor Service Enquiry Line
UKLA/TN/701.3 – Identifying and managing conflicts
UKLA/TN/706.1 – Sponsors: Innovative structures and schemes
UKLA/TN/713.1 – Sponsors: application of principle to deal with the FCA in an open and co-operative manner
UKLA/TN/716.1 – Sponsors: joint sponsors - communications with the FCA
UKLA/TN/710.1 – Sponsor Services: Principles for Sponsors
Technical and procedural notes on the listing regime other than the sponsor regime
Category: Procedural Notes
Primary Market/PN/901.4 – Eligibility process
UKLA/PN/902.2 – Listing securities via final terms
Primary Market/PN/903.4 – Review and approval of documents
Primary Market/PN/907.3 – Block listings
Primary Market/PN/908.2 – Decision making and individual guidance processes
UKLA/PN/911.1 - Substitution of issuer of debt securities
FCA/PN/913.1 – Schemes of arrangement
Category: Eligibility for listing
UKLA/TN/101.2 – Restrictions on transfer
UKLA/TN/209.3 – Listing Principle 2 Dealing with the FCA in an open and cooperative manner
Category: Governance and conduct
FCA/TN/202.2 – Share buybacks with mix and match facilities
UKLA/TN/204.2 – Ratification circulars
Primary Market/TN/205.2 – Circulation and publication of unapproved documents
UKLA/TN/207.2 – Equality of treatment - Premium Listing Principle 5
UKLA/TN/208.1 – Long-term incentive schemes
Category: Transactions
UKLA/TN/305.2 – Hostile takeovers
UKLA/TN/310.1 – Share buybacks - novel/complex approaches and Premium Listing Principle 5
UKLA/TN/311.1 – Discounted share issues and standard of disclosure in circulars
FCA/TN/315.1 – Quantified Financial Benefits Statements
UKLA/TN/307.1 – Aggregating transactions
Category: Working capital statements
Primary Market / TN / 321.2 – Working capital statements and risk factors
Category: Closed-ended investment funds
UKLA/TN/402.1 – Co-investments between closed-ended funds and their investment managers' employees
Primary Market/TN/403.2 – Class testing changes to an investment management agreement
Primary Market/TN/405.1 – Investment management agreements and independence of the board
UKLA/TN/407.1 – Closed-ended investment funds with multiple share classes
UKLA/TN/408.1 – Eligibility of closed-ended investment funds
Primary Market/TN/409.2- Market-Feeder Structures
UKLA/TN/410.1 – Definition of investment manager
UKLA/TN/401.1 – Acquiring assets during investment trust roll-overs
Category: Open-ended investment companies
Primary Market/TN/423.2 – Open-ended investment companies
UKLA/TN/425.1 – Open-ended investment management agreements and transfer restrictions
Category: Specialist companies
UKLA/TN/421.1 – Real Estate Investment Trusts
Category: Periodic financial information
UKLA/TN/502.2 – Preliminary statement of annual results
Category: Regulatory announcements including inside information
Primary Market/TN/522.3 – Disclosure of 'lock-up' agreements
Category: Prospectus content
UKLA/TN/624.2 – Operating and financial reviews (OFR)
Category: ESG and Sustainability
Primary Markets/TN/801.2 – Disclosures in relation to ESG matters, including climate change
Primary Market/TN/802.1 – TCFD aligned climate-related disclosure requirements for listed companies
We are proposing to delete the following technical and procedural notes, as they are obsolete following the UK’s exit from the EU:
Category: Procedural Notes
Primary Market/PN/905.3 – Passporting
Category: Prospectus content
Primary Market/TN/630.2 – Choice of home member state under the PD
We summarise our proposals in Primary Market Bulletin 53.
Next steps
Please send your comments on our proposals by 23 January 2025 to [email protected].