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FCA publishes primary market bulletin covering misleading statements, sponsors’ use of expert reports, and inside information
The Financial Conduct Authority (FCA) has published Primary Market Bulletin 65, covering misleading statements in announcements, sponsors’ use of expert reports for new admissions, and delayed disclosure of inside information.
The key aspects of the bulletin are set out below.
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Misleading statements. The FCA has identified potentially misleading statements by issuers in regulatory announcements that appear to contain language resembling marketing material rather than regulated information. It notes that these announcements sometimes appear more frequently than expected and correlate with movements in issuers’ share prices. The FCA has provided a reminder of the rules governing, and its expectations for, regulatory announcements.
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Sponsor use of expert reports. The FCA has reviewed how sponsors use expert reports to support specialist due diligence for new admissions to the Equity Shares (Commercial Companies) (ESCC) category. It notes a shift in market practice around specialised due diligence since July 2024, including a movement towards more tailored and proportionate diligence approaches. The bulletin contains the FCA’s detailed findings and conclusions.
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Delayed disclosure of inside information. The FCA has continued to monitor issuers who have delayed the disclosure of inside information in accordance with the UK Market Abuse Regulation. It found that issuers generally understood the conditions for delaying disclosure, had appropriate processes in place to support confidentiality, and carried out an ongoing assessment of whether the conditions for delaying disclosure continued to be met during the period. However, the review also revealed some practices that could be improved.
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Inside information declaration. The bulletin also contains a reminder that, from 21 September 2026, when a document is submitted in connection with a listing (such as a prospectus or a circular), the submitter will need to declare (using a prescribed form) whether the document contains any inside information.
Read FCA Primary Market Bulletin 65
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