Primary Market Bulletin 42 and Market Watch 71

The Financial Conduct Authority (FCA) has published market guidance for issuers, on a range of topics, in Primary Market Bulletin 42 and for firms, on insider lists, in Market Watch 71.

Primary Market Bulletin No. 42

Topics covered in Primary Market Bulletin 42 include:

• Unlawful disclosure of inside information – The FCA describes the situations and types of behaviour that crop up repeatedly in enquiries by the FCA’s Primary Market Oversight department into suspected unlawful disclosures of inside information by issuers, directors, advisers and other parties. It flags in particular social and mainstream media, the leak of information around fundraisings and analyst briefings.
• TCFD reporting – The FCA reminds both standard and premium listed companies of the guidance published by the FCA and the Task Force on Climate-Related Financial Disclosures (TCFD) on TCFD reporting (see our briefing here on the reporting requirements). In particular, the FCA refers companies to the TCFD’s Guidance for All Sectors and, where relevant, the Supplemental Guidance for the Financial Sector and Non-Financial Groups (as cross-referred to in LR 9.8.6BG and LR 14.3.28G). The FCA also comments on areas for improvement from its review of the first year of premium listed companies’ TCFD reports, particularly around net zero commitments and transition planning.
• Structured electronic reporting – Companies are reminded of the September 2022 FRC Lab report “Structured Digital Reporting – Improving Quality and Usability” and the lessons to be learned from the first year of mandatory structured digital reporting.
• NS&I Act – When acquisitions are subject to review or assessment, or where interim or final orders are made, under the National Security and Investment Act 2021, companies should consider their obligation to disclose inside information under the UK Market Abuse Regulation (see our briefing here on the NS&I Act).

Market Watch 71

In Market Watch 71 the FCA makes a number of observations about changes in advisory firms’ insider lists since the publication of Market Watch 60 (which was published in August 2019 and focused on controlling access to inside information in advisory firms). It notes that the number of individuals on firms’ permanent insider lists has on average reduced. The FCA also reminds firms they must follow the mandatory template for insider lists and, in particular, include all relevant personal information for the individuals on the list.