The Financial Conduct Authority (FCA) has published Primary Market Bulletin 56 (PMB 56) highlighting notification obligations for PDMRs and listed companies, and Primary Market Bulletin 57 (PMB 57) with further updates to its Guidance Notes.
Notification obligations
PMB 56 covers:
PDMR notification monitoring – The FCA notes that it has formed a new Market Oversight Data and Intelligence Department and that it is monitoring compliance with notification obligations relating to major shareholding positions, directors' dealing and net short positions using the data generated. The FCA highlights the recent issues for Wizz Air plc (see our corporate notes blog here) and Bytes Technology Group plc where transactions by persons disclosing managerial responsibility (PDMRs) had not been properly disclosed. The FCA says that the use of alerts by the FCA was instrumental in spotting both situation
Contact details – In July 2024 two new requirements were added to the UK Listing Rules (UKLRs) in relation to the provision of contact details to the FCA:
- Key person contact details (UKLR 1.3.5) – companies must provide the FCA with the contact details of at least two executive directors (or, where the issuer has no executive directors, at least two of its directors); and
- Service of notices (UKLR 1.3.7 and 1.3.8) – an issuer must ensure the FCA has, at all times, up-to-date contact details of a nominated person at the issuer, including their address for the purposes of receiving service of relevant documents.
Existing listed companies were given a transitional period to provide these details, which expired in January 2025 (read more on our corporate notes blog post here). In PMB 56, the FCA reminds companies which have not yet provided these contact details to do so as soon as possible.
Guidance Note updates
Following the introduction of the new UKLRs last year (read more on our corporate notes blog here) and the publication of the new UK prospectus regime rules on 15 July 2025 (in PS 25/9, read more on our corporate notes blog here), the FCA has been updating its Guidance Notes in stages. PMB 57 finalises notes that were consulted on in earlier Primary Market Bulletins, consults again on some further changes to sponsor guidance and consults on a new guidance note on the prospectus disclosure rules for companies with a complex financial history.
The following notes have been finalised as consulted on, without amendment, and are now available in the FCA's Knowledge Base:
- Periodic financial information and inside information (TN/506.3)
- Structured digital reporting for annual financial statements prepared in accordance with International Financial Reporting Standards (TN/507.2)
- Delaying disclosure/dealing with leaks and rumours (TN/520.3)
- Assessing and handling inside information (TN/521.4)
- Issuer's obligations under DTR 5 (TN/542.3)
Consultation on sponsor guidance
The FCA is consulting again on revisions to its Guidance Note 'Sponsor Services: Principles for Sponsors' (TN/710.1) to further clarify the scope of "sponsor services" under the UKLRs. Proposed changes include:
- clarification that "preparatory work" relates to the possibility that sponsor services may be performed before a formal engagement or appointment; and
- new wording to clarify that the sponsor service can only exist in relation to a matter in UKLR 4.2 (Sponsors: responsibility of issuers) and that a sponsor must be capable of knowing at the time of the service that it is acting as a sponsor, irrespective of whether a formal engagement letter is in place.
New guidance on complex financial histories
Following the consultation process on the new UK prospectus regime, the FCA has published an updated draft technical note 'Guidance on application of complex financial history and significant financial commitment rules' (TN/638.1) on the information which companies with a complex financial history should provide to the FCA when submitting prospectus applications.
The consultations on TN/701.1 and TN/638.1 close on 12 September 2025.
National Storage Mechanism changes
PMB 57 also reminds companies of the changes the FCA is making in November 2025 to the National Storage Mechanism (NSM) (read more on our corporate notes blog here). In particular, to avoid the NSM rejecting disclosures, companies will need to maintain their Legal Entity Identifier (LEI) and "issued" status annually, and ensure they provide their Primary Information Provider (PIP) with the LEI and name of any relevant related companies.
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