GC25/2: Primary Market Bulletin No. 57

Why we are consulting

1. Sponsor regime: guidance in our Knowledge Base

In CP23/31,[1] we said we intended to publish proposed revisions to key technical and procedural notes. We wanted to reflect the proposed changes to the listing regime, including aspects of the sponsor regime.

We started this consultation process with Primary Market Bulletin (PMB) 48[2] and have continued with PMBs 50[3], 51[4], 53[5] and 55[6]. In line with our phased approach outlined in PMB 48, we continue to update technical and procedural notes in our Knowledge Base. This reflects recent changes to the listing regime and feedback on the sponsor regime, as well as the rule changes.

We are now consulting on amendments to Technical Note 710.1 ‘Sponsor Services: Principles for Sponsors’ in relation to the sponsor regime.

2. Listing regime: guidance in our Knowledge Base

Respondents to our Consultation Paper CP23/31[1] requested that we publish additional guidance on the information which companies with a complex financial history (for example, those with an acquisitive business model) should provide to the FCA in submitting prospectus applications. Then in CP24/12[7], we consulted on new rules for the POATRs regime - this included draft guidance on the complex financial history and significant financial commitment rules. 

We are now consulting on an updated draft of this guidance as a new Technical Note (TN) 638.1 ‘Guidance on application of complex financial history and significant financial commitment rules’. The guidance we are consulting on in the draft TN is based on the Prospectus Regulation Rules (PRR) and the UK Prospectus Regulation currently in force, but it is substantially the same approach as we took in the draft guidance in CP24/12[8]. When finalised, the guidance is intended to be used by companies preparing prospectuses under the PRR currently in force. We then aim to update the TN in line with the new Prospectus Rules: Admission to Trading on a Regulated Market (PRM) sourcebook to be introduced in January 2026. However, subject to responses to this consultation, we do not expect to make material changes to our approach as set out in the draft TN in view of the new PRM rules.

Summary of our proposals

We are consulting on the following changes to the Knowledge Base[8]. For ease, TN 710 is presented with changes marked showing amendments to the version of the technical note we consulted on in PMB 53.

We summarise our proposals in Primary Market Bulletin 57[9].  

Amendments to the following technical note:

Category: Sponsors

Sponsor Services: Principles for sponsors[10] - Primary Market/TN/710.1

A new technical note: 

Category: Prospectus content

Guidance on application of complex financial history and significant financial commitment rules[11] – Primary Market/TN/638.1 

Next steps

This consultation has now closed. 

Background

The Knowledge Base[10] is our 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 involve, among other topics, aspects of the:

• UK Listing Rules.
• Prospectus Regulation Rules.
• Disclosure Guidance and Transparency Rules.

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