Listing Rules – latest FCA guidance in Primary Market Bulletin 51

The Financial Conduct Authority (FCA) has published Primary Market Bulletin 51 (PMB 51), which provides feedback to its consultation on the first set of draft new and amended guidance notes reflecting the re-write of the UK Listing Rules implemented in July 2024 (see our blog post here). The FCA consulted on these new amended guidance notes in Primary Market Bulletin 48 (PMB 48).

In PMB 51 the FCA reiterates that its phased approach to updating its guidance means further consultations on amendments to guidance notes will need to take place. Pending these further updates, it says it expects market participants to purposively interpret existing guidance given the provisions of the new UK Listing Rules that have since come into force.

Guidance for listed companies

In PMB 48, the FCA consulted on changes to 11 guidance notes and deleting nine guidance notes that provide guidance for listed companies. Nine finalised and updated notes have been published – the amendments that have been made are not material and reflect the new single listing category, and update or delete redundant rule references:

• Compliance with the Listing Principles and Premium Listing Principles (UKLA/TN/203.5)
• Classification tests (UKLR/TN/302.3)
• Amendments to the terms of a transaction (UKLA/TN/304.2)
• Related party transactions – modified requirements for smaller related party transactions (UKLA/TN/308.4)
• Shareholder votes in relation to hypothetical transactions (UKLA/TN/312.2)
• Working capital statements – basis of preparation (Primary Market/TN/320.3)
• Profit forecasts and estimates (Primary Market/TN/340.4)
• Cash shells and special purpose acquisition companies (SPACs) (Primary Market/TN/420.4)
• Pro forma financial information (Primary Market/TN/633.3)

There are amendments to two notes that have not yet been finalised, as the FCA says they require more substantive changes (they are "The independent business requirements for companies applying for premium listing – interpretation of LR 6.4, LR 6.5 and LR 6.6" UKLA/TN/103.1 and "Aggregating transactions" UKLA/TN/307.1).

The FCA has also confirmed that it has deleted the following nine guidance notes:

• Eligibility for premium listing – financial information and the track record requirement (UKLA/TN/102.1)
• Refinancing and reconstructions (Primary Market/TN/301.2)
• Related party transactions – Content of RIS announcement (UKLA/TN/309.2)
• Reverse takeover and uncapped consideration (UKLA/TN/314.1)
• Application of related party rules to funds investing in highly illiquid asset classes (UKLA/TN/406.1)
• Scientific research based companies (UKLA/TN/422.1)
• Removal from the Official List of listed equity shares of individual funds of open-ended investment companies (UKLA/TN/424.1)
• Property companies (UKLA/TN/426.1)
• Mineral companies (UKLA/TN/427.1)

Guidance on the sponsor regime

The FCA also consulted on amendments to its existing guidance notes on the sponsor regime, as well as adding one new guidance note on the sponsor role on transition, in PMB 48.

The FCA has finalised and published a new guidance note:

• Sponsor’s confirmation in relation to modified transfer of listing category (Primary Market/TN/721.1)

It has finalised the following amended notes, to clarifying that third party expert reports are not required in all circumstances:

• The sponsor’s role on working capital confirmations(FCA/TN/704.4)
• Sponsor’s obligations on no adverse impact (FCA/TN/720.2)

The FCA has also made amendments that are not material and reflect the new single listing category, or update or delete redundant rule references, to the following notes:

• Sponsors: uncertain market conditions (FCA/TN/705.3)
• Sponsors who are part of an investment management group (FCA/TN/707.2)
• Sponsors’ obligations on financial position and prospects procedures (FCA/TN/708.4)
• Sponsor transactions-Adequacy of resourcing (FCA/TN/709.5)
• Sponsor notifications (FCA/TN/711.2)
• Additional powers to supervise and discipline sponsors (FCA/TN/712.3)
• Sponsors – Guidance on the competence requirements set out under UKLR 24.4.12R(2)(b) (FCA/TN/714.5)
• Sponsors – Practical implications of competence requirements for sponsors and applicants (FCA/TN/715.4)
• Sponsors’ duty regarding directors of listed companies (FCA/TN/718.2)
• Sponsors’ obligations on established procedures (FCA/TN/719.2)
• Sponsors’ obligations on no adverse impact (FCA/720.2)

It received further feedback on one sponsor related note ("Sponsor services: Principles for Sponsors" FCA/TN/710.1) so plans to re-consult on an updated version of the note in a future edition of PMB.

PMB 51 also includes reminders on the deadline for commenting on the FCA’s consultation on planned improvements for the National Storage Mechanism (see our blog post here) and the deadline for responding to the Financial Reporting Council’s discussion paper for the future of digital reporting (see our blog post here).