GC25/2: Primary Market Bulletin No. 57
Executive Summary
The FCA's GC25/2: Primary Market Bulletin No. 57 (PMB 57), published 25 July 2025, consults on amendments to Technical Note 710.1 ('Sponsor Services: Principles for Sponsors') and a new Technical Note 638.1 on complex financial history and significant financial commitment rules for prospectuses. This matters as it updates the Knowledge Base to align with the new UK Listing Regime (UKLR) and Prospectus Rules, providing clarity for sponsors and issuers ahead of the PRM sourcebook effective January 2026, reducing compliance risks in primary markets. #
What Changed
- - Amendments to TN 710.1 (Sponsor Services: Principles for Sponsors): Revisions clarify the scope of 'preparatory work' and sponsor obligations under UKLR 4, building on feedback from PMB 48, 53, and PS24/6; changes marked against PMB 53 version.
- New TN 638.1 (Guidance on complex financial history and significant financial commitment rules): Updated draft provides detailed guidance for prospectus applications by companies with complex histories (e.g., acquisitive models), including scenarios,
- Other updates: Finalises five technical notes from PMB 55 (e.g., TN 506.3 on periodic financial information, TN 521.4 on inside information); National Storage Mechanism changes effective 3 November 2025 per PS24/19.
Suggested Considerations
- Review and respond: Analyse draft TN 710.1 and TN 638.1; submit feedback by 12/09/2025, focusing on sponsor obligations, complex history scenarios, and examples (e.g., AFME suggested clarifying 'significant acquisition' thresholds).
- Update policies/processes: Sponsors to align with clarified UKLR 4 principles; issuers to incorporate TN 638.1 guidance into prospectus preparation, especially for acquisitive businesses.
- Monitor finalisation: Track FG25/5 or subsequent PMBs for final notes; interpret existing Listing Rules in light of UKLR until all updates complete.
- Implement NSM changes: By 03/11/2025 for relevant disclosures.
Compliance Impact
Urgency: Medium – Consultation closed 12/09/2025 (past deadline as of January 2026), but final notes (e.g., TN 710 by end-2025) and PRM effective 19/01/2026 require immediate policy reviews to avoid prospectus rejections or sponsor breaches. Matters for primary market competitiveness and investor protection under evolving UKLR/PRM, with no material CBA changes from CP23/31/CP24/12.
Who is Affected
References
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Summary
Guidance consultations