FCA Finalizes Sponsor Record-Keeping Guidance and Consults on Working Capital Disclosures

Newsletter for primary market participants.

April 2026 / No. 63.

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In this Primary Market Bulletin (PMB) 63 we:

• Finalise Technical Note (TN) 717.3 ‘Sponsors: Record Keeping Requirements’, following our guidance consultation in PMB 61, and update our Knowledge Base.
• Consult on proposed changes to the guidance in TN 619.2 ‘Guidelines on disclosure requirements under the Prospectus Rules: Admission to Trading on a Regulated Market (PRM) and Guidance on specialist issuers’. The changes relate to working capital statement disclosures.
• Highlight changes to our Handbook following recent Quarterly Consultation Papers (QCPs), and our intentions for consulting on rule changes relating to the Public Offers and Admissions to Trading Regulations 2024 (POATRs) regime.
• Provide an update on our work regarding specialist issuers.

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  Primary Market Bulletin 63

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Newsletter for primary market participants.

April 2026 / No. 63.

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In this Primary Market Bulletin (PMB) 63 we:

• Finalise Technical Note (TN) 717.3 ‘Sponsors: Record Keeping Requirements’, following our guidance consultation in PMB 61, and update our Knowledge Base.
• Consult on proposed changes to the guidance in TN 619.2 ‘Guidelines on disclosure requirements under the Prospectus Rules: Admission to Trading on a Regulated Market (PRM) and Guidance on specialist issuers’. The changes relate to working capital statement disclosures.
• Highlight changes to our Handbook following recent Quarterly Consultation Papers (QCPs), and our intentions for consulting on rule changes relating to the Public Offers and Admissions to Trading Regulations 2024 (POATRs) regime.
• Provide an update on our work regarding specialist issuers.

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1. What's new

1.1. Changes to the Knowledge Base and consultation on TN 619.2

We said in PMB 58 that we would consult on amendments to affected TNs after we implemented the POATRs regime on 19 January 2026.

In PMB 61, we consulted on updates to TN 717.2 (‘Sponsors: Record Keeping Requirements’); we are now finalising this TN.

We engaged extensively with our statutory panels during the POATRs reforms, including the Listing Authority Advisory Panel (LAAP), the Markets Practitioner Panel (MPP) and the Financial Services Consumer Panel. The LAAP/MPP and the Financial Services Consumer Panel also responded to our consultation. This engagement included feedback about our guidance in relation to working capital statements. Following stakeholders’ feedback on our PMB 58 consultation on TN 619, we engaged further with the LAAP on changes to the guidance on working capital statements in TN 619.2. In this PMB we are consulting on updated changes to TN 619.2.

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1.2. Changes to our Handbook following QCPs, and our intentions for consulting on rule changes relating to the POATRs regime

Since September 2025 we have consulted on and made a series of minor amendments to the UK Listing Rules sourcebook (UKLR) and the PRM sourcebook. Some have addressed unintended issues that have emerged after we introduced our Primary Markets Effectiveness (PME) reforms, changes to our listing processes and the new prospectus regime. For example, we addressed some overlapping reporting requirements. Other amendments clarify our requirements in UKLR and PRM and ensure they are proportionate, in line with our policy objectives.

Below is a summary of the changes we have consulted on over this period, and their status, and other changes.

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A. September 2025 QCP (CP25/24)

In the February 2026 Handbook Notice we published our final rules extending the deadline for issuers to notify certain information to the market via a regulatory information service when they undertake these transactions in their own securities:

• When purchasing own equity shares by or on behalf of the company or any other member of its group (UKLR 9.6.6R); and
• When undertaking a purchase, early redemption or cancellation of a company’s own securities that are convertible into the class of equity shares listed in either UKLR 5 or UKLR 11 (UKLR 9.7.2R and UKLR 9.7.3R). The new deadline aims to track as closely as possible the deadline for disclosing information to the public on share purchase transactions under Article 5 of the Market Abuse Regulation ‘safe harbour’.

B. December 2025 QCP (CP25/35)

We consulted on:

• Streamlining the listing application process for adding new securities to the Official List, and making our requirements clearer. These changes complement our new approach to listing applications set out in PS25/9 (which came into force on 19 January 2026), reducing complexity and regulatory burdens for issuers.
• Other minor changes to UKLR (not connected with the listing applications process) and the glossary. We proposed these changes to ensure our requirements are clear, proportionate and work as intended for issuers. The consultation closed on 19 January 2026, and we published the final rules in our April 2026 Handbook Notice.

C. Ad-hoc changes to UKLR transitional provisions

In February 2026, the FCA board approved amendments to UKLR TP15 in the Handbook Administration (No 76) Instrument 2026, which we reported in our February 2026 Handbook Notice. These changes clarified the existing provision. They also addressed a gap in the position for securities that had been issued before 19 January 2026 but had not yet been admitted to listing by 19 January 2026. The amended TP15 provides that the FCA treats these securities as being automatically listed on 27 February 2026.

D. March 2026 QCP (CP26/8)

In March 2026 we consulted on removing the obligation in UKLR 6.4.4R(4) for issuers to notify changes in their capital in the context of ‘the results of any new issue of equity securities or a public offering of existing equity securities’. This would also apply to corresponding rules in other UKLR chapters.

We proposed these changes to reduce the regulatory burden on issuers with listed shares or listed certificates representing shares, following the implementation of the PRM in January 2026. It had been brought to our attention by market participants that the new notification requirements in PRM 1.6.4R, for admitting further issuances of securities to trading, overlapped with UKLR 6.4.4R.

This consultation followed our February statement that we would not enforce overlapping requirements in UKLR 6.4.4R(4), 13.3.20R(4), 14.3.17R(4), 16.3.16R(4) and 22.2.17R(4) for a subset of issuers pending consultation and rule changes.

The consultation closed on 23 March 2026, and we published the final rules in our April 2026 Handbook Notice.

A. December 2025 QCP ( CP25/35 )

In this QCP we identified some PRM rules that were either incorrect or unclear. We consulted on changes to correct or clarify these provisions. Our consultation included 2 minor substantive changes.

Following the consultation, we made the following key amendments to the Glossary of definitions, PRM, and the Disclosure Guidance and Transparency Rules (DTR):

• Added a Glossary definition of 'significant gross change' - a variation of more than 25% to one or more indicators of the size of the issuer’s business.
• Clarified that the mergers and divisions exemption applies only to the admission of equity securities.
• Restored the reference to ‘employees’ in the existing or former directors or employees exemption.
• Created a National Storage Mechanism (NSM) filing requirement for notifications that require issuers to use a Primary Information Provider to announce the admission to trading of transferable securities.
• Added a new headline code to the DTR sourcebook to specify the way these notification filings should be categorised in the NSM.
• Expanded the scope of forward incorporation by reference to include management reports (as referred to in DTR 4). B. March 2026 QCP ( CP26/8 )

We subsequently identified additional PRM rules that we needed to clarify or amend. As a result, we consulted on the following additional changes:

• Clarifying the scope and policy intent of the director/employee exemption in PRM 1.4.12R.
• Correcting a cross-reference in PRM 2.3.9 related to the publication of final terms.
• Amending the requirement in PRM 8.2.3 regarding the presentation of content-specific accompanying statements for protected forward-looking statements (PFLS). In response to stakeholder feedback, we proposed that issuers only need to present the accompanying statement alongside one instance of the corresponding PFLS disclosure, which could be in an annex.
• Clarifying in PRM 9.2.16R that a PRM no change confirmation template letter is not required in relation to cross-reference lists when submitting draft prospectuses.
• Clarifying in PRM 9.5.2R that the 3-day rule applies only in the same circumstances as the 6-day rule used to apply.
• Regarding the circumstances when a supplement to a base prospectus can be used to change the Terms & Conditions and/or the form of final terms in PRM 10.1.9R(1), we proposed to replace the word ‘fungible’ with the words ‘manifestly the same’.
• Clarifying that the requirement to inform investors of the possibility of withdrawal rights arising in PRM 10.1.16R and PRM 10.1.17R, only apply in respect of offers that do not rely on identified exemptions in Schedule 1 of the Public Offers and Admissions to Trading Regulations. This will bring these provisions into line with PRM 10.1.14R. The consultation closed on 20 April 2026. We plan to communicate a final decision on the proposals in our July 2026 Handbook Notice.

We may need to make further minor amendments as the regimes continue to be used in practice. To provide greater structure to this work, we intend to consult in Q4 2026 to address any additional issues.

Most of the changes we have made to date have been identified by industry as they have implemented the rules. We would encourage market participants and advisers to tell us about potential ‘snagging’ issues relating to the UKLR or PRM by the end of August 2026. We will consider them for inclusion in a Q4 2026 consultation.

As a result of the rule changes, we also intend to consult on corresponding amendments to guidance in affected existing TNs and Procedural Notes (PNs) in our Knowledge Base. We aim to consult on and then finalise these notes via future PMBs. Pending these further updates, we expect firms and other market participants to purposively interpret any references in TNs and PNs to the previous rules in light of the new provisions once these have come into force.

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1.3. Update on disclosures applying to specialist issuers

In PS25/9, we said that in the near future we intended to take certain steps in relation to climate related disclosures for specialist issuers. Over the last 6 months, we have analysed key disclosure documents (prospectuses with competent persons reports) to assess whether climate-related information has been included. We have also engaged with international standard-setting bodies to continue to explore how their current materials set expectations on addressing climate-related impacts in such reports, and whether they planned to publish guidance in the future.

Through doing this engagement, we understand that the Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Minerals Council of Australia is updating the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the JORC code). As our current framework for disclosures made by specialist issuers are prepared in accordance with the expectations set out in Technical Note 619.2 (paragraph 134) which includes a fixed list of recognised international standard-setting bodies’ codes, including the JORC code, we have decided to pause policy work in this area until the JORC code is updated. This will prevent potential fragmentation and regulatory arbitrage which could harm UK markets and negatively impact growth.

We have also recently taken action to address issuers’ disclosures on wider climate and sustainability-related matters made by issuers. This is most notably reflected by the new POATRs regime which came into force on 19 January 2026 and recent updates to Technical Note 801.4 on disclosures in relation to sustainability matters made by listed issuers. More time is needed to fully understand the full impact that these changes under POATR will have on climate-related disclosures (for example, the POATR forward-looking statements). We believe this is another reason to pause policy work in this area for now.

Whilst we wait for the JORC code to be updated and the impact of recent changes to become clearer, it is important to highlight that we have received broadly positive feedback about our recent changes to the prospectus regime. As part of this regime, issuers should assess climate-related risks and opportunities and other sustainability considerations in informing their disclosures. This supports shareholders, investors and markets more generally to make informed decisions.

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2. Changes to the Knowledge Base for the POATRs regime following PMB 61

Category: Sponsors

Sponsors: Record Keeping Requirements - Primary Market/TN/717.3

Read Primary Market/TN/717.3

In PMB 61, we consulted on proposed changes to TN 717.2.

This consultation:

• was based on the final rules as confirmed in PS25/9, which took effect on 19 January 2026
• reflected the amendment to UKLR 24.4.25R(1)(a) that we consulted on in CP25/35: Quarterly consultation paper No 50
• included an update to a former LR 8 rule reference We received no responses to our consultation, so we are finalising this TN without further amendments.

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3. Consultation on proposed changes to the Knowledge Base for the POATRs regime

Category: Prospectus content

Guidelines on disclosure requirements under the Prospectus Rules: Admission to Trading on a Regulated Market (PRM) and Guidance on specialist issuers – Primary Market/TN/619.2

Read draft section ‘II.8 Working capital statements’ of Primary Market/TN/619.3 for consultation

As set out in PMB 61, we received several responses to our PMB 58 consultation on updates to the guidance on working capital statements in TN 619.1. There was broad support for flexibility under the 2 proposed new Guidelines permitting issuers to include ‘uncommitted’ facilities in their working capital calculations in certain circumstances. However, concerns were raised that the Guidelines did not permit issuers to disclose where they had taken financing under such facilities into account when calculating working capital for the purpose of a clean working capital statement. This could lead to inconsistencies between the working capital and going concern disclosures.

The new Guidelines on working capital statements proposed under PMB 58 for inclusion in TN 619.2 were not taken forward, to allow for further engagement.

We engaged with market participants across different industries to test potential policy solutions. Feedback from the additional engagement highlighted the following:

1. Broader alignment between working capital and going concern disclosures is a fundamental change, given that these disclosures serve different purposes. For example, we received feedback that working capital statement disclosures serve to provide transparency about an issuer’s capital/liquidity needs in the context of a specific transaction/capital raise.
2. Alignment with an issuer’s going concern disclosures could be achieved by ensuring that the FCA Guidelines permit disclosure within a working capital statement to reflect that uncommitted facilities have been relied on as part of an issuer’s working capital calculations. Feedback indicated that this was the main issue that the FCA Guidelines should address; and
3. FCA Guidelines needed to continue to direct an issuer to use clear language in their working capital disclosures to ensure that investors are able to make financial decisions with certainty. For example, we received feedback that permitting issuers to disclose, within a clean working capital statement, ‘a material uncertainty’ in relation to an issuer’s financing arrangements would be challenging for investors to assess whether an issuer has sufficient working capital. We have reflected on this feedback and are now consulting on a revised set of working capital statement Guidelines that we believe addresses feedback outlined in (2) and (3) above. These include:

• a new Guideline on basis of preparation disclosures (Guideline 33.1); and
• a new Guideline on the circumstances in which issuers may take into account financing under ‘uncommitted’ facilities in their working capital calculations (Guideline 33.2). The aim of the proposed new Guidelines is to provide flexibility so that a clean working capital statement may be given where a judgement can be made that it is appropriate to rely on uncommitted facilities. In doing so, disclosure should be provided. By allowing this narrow exception to disclose a significant financing assumption, issuers may avoid the costs of obtaining committed financing solely for the purpose of giving a clean working capital statement. Where Guideline 33.2 is not relied upon, issuers may instead choose to set out their working capital position transparently under a qualified working capital statement rather than incurring cost to obtain committed financing.

‘Very little risk the statement is challenged’ – Guideline 30

Following feedback, we propose to amend the phrase in Guideline 30 from ‘…such that there is very little risk that the statement is challenged…’ to ‘…and in accordance with the Guidelines set out in this Technical Note’ to better reflect the calibration of the ‘robust procedures’ that issuers should adopt when they prepare a working capital statement.

We also propose to make consequential amendments throughout the working capital statement section, including a re-ordering of the Guidelines.

Consequential amendments - Primary Market/TN/321.4 and Primary Market/TN/619.3

Consequential amendments to update paragraph numbers and cross-references in TN 619 sections after the guidance on working capital statements and in TN 321.4 will need to be made at the point of any finalisation of TN 619.

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4. Cost benefit analysis

Updates to guidance for the POATRs regime

We undertook cost benefit analyses (CBAs) in CP24/12 and CP25/2. The proposed changes to our guidance set out in this PMB are a direct consequence of PS25/9 and the POATRs regime.

Our policy is to produce a CBA for general guidance about rules if a high-level assessment of the impact of the proposal identifies an element of novelty, which may be in effect prescriptive or prohibitive, that may result in significant costs. The proposed guidance does not introduce such an element of novelty relating to the rules in PS25/9 that requires us to revisit previous CBAs.

The updates to our guidance seek to ensure consistent and clear regulatory expectations on obligations for market participants.

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5. Secondary international competitiveness and growth objective

The Financial Services and Markets Act 2000 (FSMA), as amended by the Financial Services and Markets Act 2023, requires us to consider the international competitiveness of the UK economy (in particular, the financial services sector), and its growth in the medium to long term.

Our proposed changes to the Knowledge Base for the POATRs regime are a consequence of PS25/9 and the POATRs regime. As we set out in PS25/9, our new rules advance our secondary international competitiveness and growth objective as:

• the PRM requirements make the UK prospectus regime more proportionate, reducing costs for issuers and making it easier for them to raise capital
• the new rules make the UK’s primary markets more attractive to issuers
• maintaining our high standards helps support international competitiveness

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6. Legislative and Regulatory Reform Act 2006 (LRRA)

We consider our guidance proposals and the finalised guidance have regard to the 5 LRRA principles that regulatory activities should be carried out in a way which is:

• transparent
• accountable
• proportionate
• consistent
• targeted only at cases in which action is needed We have had regard to the Regulators’ Code, particularly the requirement for proportionate and targeted regulatory activity. The aim of the proposals and finalised amendments to the Knowledge Base in this PMB is to update guidance to issuers and primary market practitioners.

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7. Equality and diversity

We have considered the equality and diversity issues that may arise from our proposals and our final guidance. We do not consider that our proposals or our final guidance materially impact any of the groups with protected characteristics under the Equality Act 2010. In Northern Ireland, the Equality Act is not enacted but other anti-discrimination legislation applies.

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8. The Treasury’s remit letter

On 15 November 2024, the Treasury published a remit letter under section 1JA FSMA 2000. This letter set out new recommendations on Government policy which we have to consider. In making the proposed changes to the Knowledge Base in this PMB we have considered the recommendations on aspects of the Government’s economic policy to which we should have regard in our general duties.

Our view is that the intended effects of our proposals and finalised guidance are in line with the remit letter’s recommendations. We will also have regard to the remit letter when finalising and issuing the guidance.

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9. We want to hear what you think

Please send your comments on our proposals on TN 619 by 15 June 2026 to [email protected].

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10. Useful links

Policy Statement PS25/9: New rules for the public offers and admissions to trading regime

GC26/3: Primary Market Bulletin No. 63

FG26/2: Primary Market Bulletin No. 63

Sponsors: Record Keeping Requirements - Primary Market/TN/717.3

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