The Knowledge Base has been updated with the guidance set out in Primary Market Bulletin No. 55.
Date of consultation
13 December 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 is a series of short procedural and technical notes ordered by topic. The notes cover aspects of, among others, the UK Listing Rules[2], Prospectus Regulation Rules[3] and Disclosure Guidance and Transparency Rules[4].
The information aims 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. 53[5]:
Amending the following existing procedural and technical notes:
- Primary Market/PN/909.3 – Sponsor firms - Ongoing requirements during re-organisations[6]
- Primary Market/PN/910.3 – Additional powers to supervise sponsors[7]
- Primary Market/PN/912.2 – Sponsor Service Enquiry Line[8]
- Primary Market/TN/701.4 – Sponsors: Identifying and managing conflicts[9]
- Primary Market/TN/706.2 – Sponsors: Innovative structures and schemes[10]
- Primary Market/TN/713.2 – Sponsors: Application of principle to deal with the FCA in an open and co-operative manner[11]
- Primary Market/TN/716.2 – Sponsors: Joint sponsors - communications with the FCA[12]
- Primary Market/PN/901.5 - Eligibility process[13]
- Primary Market/PN/902.3 - Listing securities via final terms[14]
- Primary Market/PN/903.5 - Review and approval of documents[15]
- Primary Market/PN/907.4 - Block Listings[16]
- Primary Market/PN/908.3 - Primary Market Oversight and Listings - decision making and individual guidance processes[17]
- Primary Market/PN/911.2 - Substitution of issuer of debt securities[18]
- Primary Market/PN/913.2 - Schemes of arrangement and reconstructions[19]
- Primary Market/TN/101.3 - Restrictions on transfer[20]
- Primary Market/TN/202.3 - Share buy-backs with mix and match facilities[21]
- Primary Market/TN/204.3 - Ratification circulars[22]
- Primary Market/TN/205.3 - Circulation and publication of unapproved documents[23]
- Primary Market/TN/207.3 - Equality of treatment - Listing Principle 5[24]
- Primary Market/TN/208.2 - Long-term incentive schemes[25]
- Primary Market/TN/209.4 - Listing Principle 2 – Dealing with the FCA in an open and cooperative manner[26]
- Primary Market/TN/210.2 - Cancellation of listing or transfer between listing categories - requests to waive the 20 business day notice period[27]
- Primary Market/TN/305.3 - Hostile takeovers[28]
- Primary Market/TN/307.2 - Aggregating transactions[29]
- Primary Market/TN/310.2 - Share buybacks - novel/complex approaches and Listing Principle 5[30]
- Primary Market/TN/311.2 - Discounted share issues and standard of disclosure in circulars [31]
- Primary Market/TN/315.2 - Quantified financial benefits statements [32]
- Primary Market / TN / 321.3 - Working capital statements and risk factors[33]
Primary Market/TN/401.2 - Acquiring assets effected by way of a scheme of reconstruction[34] - Primary Market/TN/402.2 - Co-investment between closed-ended funds and their investment managers' employees[35]
- Primary Market/TN/403.3 - Class testing changes to an investment management agreement[36]
- Primary Market/TN/404.2 - Related party transactions by closed-ended investment funds - amendment to an existing investment management agreement to cover new mone[37]y
- Primary Market/TN/405.2 - Investment management agreements and independence of the board[38]
- Primary Market/TN/407.2 - Closed-ended investment funds with multiple share classes[39]
- Primary Market/TN/408.2 - Eligibility of closed-ended investment funds[40]
- Primary Market/TN/409.3 - Master-feeder structures[41]
- Primary Market/TN/410.2 - Definition of 'investment manager'[42]
- Primary Market/TN/421.2 - Real Estate Investment Trusts[43]
- Primary Market/TN/423.3 – Open-ended investment companies[44]
- Primary Market/TN/502.3 - Preliminary statement of annual results[45]
- Primary Market/TN/522.4 - Disclosure of 'lock-up' agreements[46]
- Primary Market/TN/624.2 - Operating and financial reviews[47]
- Primary Markets/TN/801.3 - Disclosures in relation to ESG matters, including climate change[48]
- Primary Market/TN/802.2 - TCFD aligned climate-related disclosure requirements for listed companies[49]
Deleting one procedural note:
- Primary Market/PN/905.3 - Passporting
Deleting one technical note:
- Primary Market/TN/630.2 - Choice of home member state under the PD
Summary of feedback, our responses, and changes made
We summarise the feedback received, give our responses, and set out changes made as a result of the feedback in Primary Market Bulletin No. 55[50].