Primary Market Bulletin 55

In Primary Market Bulletin (PMB) 55 we:

1. Provide feedback on our consultation in PMB 53, 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), which came into force on 29 July 2024 (PS24/6). 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.

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

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), 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. 

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:

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.

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.

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.

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.

See GC25/1 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 setting out changes to the Knowledge Base, following our consultation in PMB 53.