FG26/1: Primary Market Bulletin No. 61 

Date of consultation

17 October 2025

Summary of changes to the Knowledge Base

The Knowledge Base[1] is our 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] (until 18 January 2026) the Prospectus Rules: Admission to Trading on a Regulated Market (PRM) sourcebook[3] (from 19 January 2026) and Disclosure Guidance and Transparency Rules[4].  

The information aims to help issuers, sponsors and practitioners interpret these rules. 

We will make the following changes to the Knowledge Base on 19 January 2026, following our consultation in Primary Market Bulletin No. 58[5]:

Adding the following new technical notes:  

• Content of the prospectus exemption document for takeovers, mergers and divisions – Primary Market/TN/608.1[6]
• Fungible securities - Primary Market/TN/609.1[7]
• Public offers and prospectus publication - Primary Market/TN/610.1[8]
• Preparation and presentation of protected forward-looking statements - Primary Market/TN/639.1[9]

Amending the following existing procedural notes:  

• Eligibility process - Primary Market/PN/901.6[10]
• Listing securities via final terms - Primary Market/PN/902.4[11]
• Review and approval of documents - Primary Market/PN/903.6[12]
• Primary Market Oversight and Listings – decision making and individual guidance process - Primary Market/PN/908.4[13]
• Substitution of issuer of debt securities - Primary Market/PN/911.3[14]
• Sponsor Service Enquiry Line - Primary Market/PN/912.3[15]
• Schemes of arrangement and reconstructions - Primary Market/PN/913.3[16]

Amending the following existing technical notes:  

• Circulation and publication of unapproved documents - Primary Market/TN/205.4[17]
• Hostile takeovers - Primary Market/TN/305.4[18]
• Quantified Financial Benefits Statements - Primary Market/TN/315.3[19]
• Working capital statements and risk factors – Primary Market/TN/321.4[20]
• Profit forecasts and estimates – Primary Market/TN/340.5[21]
• Disclosure of "lock-up" agreements and restrictions on the transfer of securities - Primary Market/TN/522.5[22]
• Exemptions from the requirement to produce a prospectus - Primary Market/TN/602.5[23]
• PRM advertisement regime - Primary Market/TN/604.3[24]
• Supplementary prospectuses - Primary Market/TN/605.5[25]
• Global Depository Receipts (GDRs) - Primary Market/TN/607.2[26]
• Guidelines on disclosure requirements under the Prospectus Rules: Admission to Trading on a Regulated Market (PRM) and Guidance on specialist issuers - Primary Market/TN/619.2[27]
• Collective investment undertaking prospectuses - portfolio disclosure – Primary Market/TN/622.3[28]
• Documents available for inspection - Primary Market/TN/623.3[29]
• Current trading and trend information - Primary Market/TN/625.3[30]
• Directors' and management disclosures in share prospectuses – Primary Market/TN/626.3[31]
• Prospectus content - financial information – Primary Markets/TN/627.3[32]
• Significant change statements and material adverse change statements - Primary Market/TN/628.4[33]
• Final Terms – Primary Market/TN/629.5[34]
• Zero-coupon notes – Primary Market/TN/631.3[35]
• Pro forma financial information – Primary Market/TN/633.4[36]
• Financial information on guarantors in debt prospectuses and requests for omission – Primary Market/TN/634.3[37]
• Financial Reporting Standard (FRS) 102 - Cash Flow Statement Exemptions – Primary Market/TN/635.2[38]
• Order of information in the prospectus – Primary Market/TN/636.2[39]
• Level of disclosure for securities subject to conversion or write-down powers – Primary Market/TN/637.2[40]
• Guidance on application of complex financial history and significant financial commitment rules – Primary Market/TN/638.2[41]
• Sponsors: Identifying and managing conflicts - Primary Market/TN/701.5[42]
• The sponsor's role on working capital confirmations – Primary Market/TN/704.5[43]
• Sponsor transactions – adequacy of resourcing – Primary Market/TN/709.6[44]
• Sponsor Services: Principles for Sponsors - Primary Market/TN/710.3  [45]
• Sponsors: Application of principle to deal with the FCA in an open and co-operative manner – Primary Market/TN/713.3[46]
• Sponsors: Guidance on the competence requirements set out under UKLR 24.4.12R(2)(b) – Primary Market/TN/714.6[47]
• Sponsors: Practical implications of competence requirements for sponsors and applicants – Primary Market/TN/715.5[48]
• Sponsors’ duty regarding directors of listed companies – Primary Market/TN/718.3[49]
• Disclosures in relation to sustainability matters, including climate change – Primary Market/TN/801.4[50].
• TCFD aligned climate-related disclosure requirements for listed companies – Primary Market/TN/802.3[51]

Deleting the following procedural notes: 

• Public offer prospectus - Drafting and approval - UKLA/PN/904.4
• Block Listings - Primary Market/PN/907.4

Deleting the following technical notes: 

• Working capital statement – basis of preparation - Primary Market/TN/320.3
• Open-ended investment companies - Primary Market/TN/423.3
• Public offers - Primary Market/TN/601.3
• Public offers – the six-day rule - Primary Market/TN/603.2
• Operating and financial reviews (OFR) – Primary Market/TN/624.2

Summary of feedback and changes to be made 

We summarise these matters in Primary Market Bulletin 61[52].

Background guidance consultations

Primary Market Bulletin No. 58[6]