Latest FCA Primary Market Bulletin 37

The FCA has published Primary Market Bulletin 37, in which it reminds issuers about the requirement to file annual reports in ESEF, discusses the release of regulatory information service (RIS) announcements and summarises its review of sponsors’ requests for guidance on conflicts.

ESEF

The FCA reminds issuers that annual financial reports must be filed in ESEF (European Single Electronic Format – a structured XHTML format) for financial years starting on or after 1 January 2021, for filing from 1 January 2022. It also reminds them that they will need to devote further and continuing management and operational resource to ensure that they will be able to submit annual financial reports in the new format (see our blog post here for more information on the ESEF format).

RIS announcements

The FCA discusses the requirement for Primary Information Providers (PIPs), which are used by listed companies to release RIS announcements, to have in place adequate business continuity procedures in the event of any disruption. However, the FCA says that issuers may want to consider having a second PIP account so that, if their usual PIP notifies a breakdown in service, they would be able to use this second PIP to ensure their regulated information is disseminated in a timely way, as required by UK MAR, the Listing Rules and the DTRs.

Sponsor regime

The FCA has recently reviewed the conflict queries received from sponsors since the publication of Technical Note 701.3, which gives guidance to sponsors on identifying and managing conflicts. It notes that:

• over 75% of guidance requests related to potential conflicts involving the sponsor’s group acting as a lender to the issuer or other party connected with the transaction;
• in the vast majority of cases the FCA agreed with the sponsor’s own analysis of whether a conflict existed and, if so, the proposals to effectively manage such conflict; and
• sponsors’ submissions generally met the requirements in its guidance.

The FCA will use this data to inform its reviews of future conflict queries it receives from sponsors and it encourages sponsors to take into account Primary Market Bulletin 37 when deciding whether to make a conflict submission to the Primary Market Specialist Supervision Team at the FCA.