Guidance consultation opens
13/12/2024
Guidance consultation closes
23/01/2025
23/01/2025
We are consulting on the following proposed changes to the Knowledge Base.
In CP23/31[1], we explained that we intended to consult on proposed revisions to key Technical and Procedural Notes. Our aim was to reflect the proposed changes to the Listing Regime, including aspects of the sponsor regime.
We started the consultation process with PMB 48[2], which continued with PMB 50[3]. In line with the phased approach, we are continuing to update Technical and Procedural Notes in our Knowledge Base. This reflects recent changes to the listing regime and feedback we have had on the sponsor regime in addition to the recent rule changes. We are now:
We propose to add these to the Knowledge Base in relation to the listing regime.
The Knowledge Base is the FCA’s repository of non-handbook commentary that has the status of formal FCA guidance. It consists of a series of procedural and technical notes ordered by topic. The notes relate to, among others, aspects of the Listing Rules, Prospectus Regulation Rules and Disclosure Guidance and Transparency Rules.
The information is designed to help issuers, sponsors and practitioners interpret these rules.
We are consulting on the following changes to the Knowledge Base. For ease, the amended Technical Notes are presented with changes marked.
The amendments to the following technical and procedural notes:
Technical and Procedural notes on the sponsor regime
UKLA/PN/909.2 – Sponsor firms - Ongoing requirements during re-organisations[4]
UKLA/PN/910.2 – Additional powers to supervise sponsors[5]
FCA/PN/912.1 – Sponsor Service Enquiry Line[6]
UKLA/TN/701.3 – Identifying and managing conflicts[7]
UKLA/TN/706.1 – Sponsors: Innovative structures and schemes[8]
UKLA/TN/713.1 – Sponsors: application of principle to deal with the FCA in an open and co-operative manner[9]
UKLA/TN/716.1 – Sponsors: joint sponsors - communications with the FCA[10]
UKLA/TN/710.1 – Sponsor Services: Principles for Sponsors[11]
Technical and procedural notes on the listing regime other than the sponsor regime
Primary Market/PN/901.4 – Eligibility process[12]
UKLA/PN/902.2 – Listing securities via final terms[13]
Primary Market/PN/903.4 – Review and approval of documents[14]
Primary Market/PN/907.3 – Block listings [15]
Primary Market/PN/908.2 – Decision making and individual guidance processes[16]
UKLA/PN/911.1 - Substitution of issuer of debt securities[16]
FCA/PN/913.1 – Schemes of arrangement [17]
UKLA/TN/101.2 – Restrictions on transfer[12]
UKLA/TN/209.3 – Listing Principle 2 Dealing with the FCA in an open and cooperative manner[18]
FCA/TN/202.2 – Share buybacks with mix and match facilities[19]
UKLA/TN/204.2 – Ratification circulars[20]
Primary Market/TN/205.2 – Circulation and publication of unapproved documents[21]
UKLA/TN/207.2 – Equality of treatment - Premium Listing Principle 5 [22]
UKLA/TN/208.1 – Long-term incentive schemes[23]
UKLA/TN/305.2 – Hostile takeovers[25]
UKLA/TN/310.1 – Share buybacks - novel/complex approaches and Premium Listing Principle 5[26]
UKLA/TN/311.1 – Discounted share issues and standard of disclosure in circulars[27]
FCA/TN/315.1 – Quantified Financial Benefits Statements [28]
UKLA/TN/307.1 – Aggregating transactions[29]
Primary Market / TN / 321.2 – Working capital statements and risk factors [30]
Primary Market/TN/403.2 – Class testing changes to an investment management agreement [32]
Primary Market/TN/405.1 – Investment management agreements and independence of the board[34]
UKLA/TN/407.1 – Closed-ended investment funds with multiple share classes[35]
UKLA/TN/408.1 – Eligibility of closed-ended investment funds[36]
Primary Market/TN/409.2- Market-Feeder Structures[38]
UKLA/TN/410.1 – Definition of investment manager[37]
UKLA/TN/401.1 – Acquiring assets during investment trust roll-overs[38]
Primary Market/TN/423.2 – Open-ended investment companies[39]
UKLA/TN/425.1 – Open-ended investment management agreements and transfer restrictions[40]
UKLA/TN/421.1 – Real Estate Investment Trusts[41]
UKLA/TN/502.2 – Preliminary statement of annual results[42]
Primary Market/TN/522.3 – Disclosure of 'lock-up' agreements[43]
UKLA/TN/624.2 – Operating and financial reviews (OFR)[44]
Primary Markets/TN/801.2 – Disclosures in relation to ESG matters, including climate change[45]
We are proposing to delete the following technical and procedural notes, as they are obsolete following the UK’s exit from the EU:
Primary Market/PN/905.3 – Passporting[47]
Primary Market/TN/630.2 – Choice of home member state under the PD[48]
We summarise our proposals in Primary Market Bulletin 53[49].
Please send your comments on our proposals by 23 January 2025 to [email protected].
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