Introduction
The Financial Conduct Authority (FCA) has recently published Primary Market Bulletin 55 (PMB 55), which details significant updates to the FCA Knowledge Base. This Knowledge Base offers formal guidance to issuers, sponsors and market practitioners to aid in interpreting the UK Listing Rules, Prospectus Regulation Rules and Disclosure Guidance and Transparency Rules. These updates support firms in aligning their strategies with regulatory expectations and best practices.
Maintaining the Knowledge Base is critical to upholding industry standards and fostering transparency and accountability in the UK’s primary markets.
Key Updates
Building on the consultation initiated in Primary Market Bulletin 53, PMB 55 outlines amendments to various procedural and technical notes. These changes include the removal of outdated information, updates reflecting new technical standards, and enhancements to regulatory guidance.
Some of the key updates included:
1.Amendments to Procedural and Technical Notes
Numerous notes have been revised to address ongoing requirements, supervisory powers and specific technical aspects. Examples include:
Sponsor-Related Notes
- Ongoing obligations during corporate reorganisations;
- Managing conflicts of interest;
- Guidance on innovative structures and schemes; and
- Communication protocols between joint sponsors and the FCA.
Eligibility and Listing Processes:
- Clarifications on eligibility and listing via final terms;
- Review and approval procedures for listing documents; and
- FCA expectations on block listings and associated decision-making.
Corporate Actions and Disclosures:
- Requirements on share buybacks, ratification circulars, and equality of treatment, relevant under LR 12.4, LR 13.7, and LR 9.3;
- ESG and climate-related disclosures aligned with TCFD; and
- Guidance on related party transactions and investment management agreements, referencing LR 11.
2.Deleted Guidance Notes:
Removal of procedural and technical notes that are no longer relevant, such as:
- Passporting – (Primary Market/PN/905.3); and
- Choice of home member state under the Prospectus Directive – (Primary Market/TN/630.2).
These deletions reflect the post-Brexit regulatory landscape and the UK’s decoupling from certain EU frameworks.
Moving Forward
This bulletin marks an important evolution in the FCA’s regulatory toolkit and underlines the importance of proactive compliance. Firms operating in the UK’s primary markets are strongly encouraged to review the full bulletin and assess how the updated guidance applies to their operations.
Timely adoption of these clarifications can enhance transparency, investor confidence and governance effectiveness.
How Can Complyport Help
At Complyport, we support companies in interpreting and responding to regulatory developments. From navigating Listing Rule reforms to aligning with FCA guidance, our regulatory experts are here to help.
Our services include:
- Regulatory Advice: Supporting the understanding and effective implementation of FCA rules and guidance;
- Compliance Support: Ongoing assistance to ensure your firm meets its regulatory obligations;
- Governance and Risk Management: Strengthening internal frameworks to align with best practice and regulatory expectations;
- Regulatory Reporting: Assisting with disclosure and reporting obligations; and
- Monitoring and Horizon Scanning: Identifying upcoming regulatory changes and assessing their impact.
Take Action Today
To discuss how these changes may affect your firm, book a meeting with one of our Subject Matter Experts today. We’ll help you navigate the evolving regulatory landscape with confidence.
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