FCA: Primary Market Bulletin 58

On 17 October 2025, the Financial Conduct Authority (FCA) published Primary Market Bulletin 58 (PMB 58). This focuses on the new Public Offers and Admissions to Trading Regulations (POATRs) regime which comes into force on 19 January 2026. 

In PMB 58, the FCA:

• provides important information on submitting documents and working with it in the period before the new POATRs regime is implemented;  
• consults on (a) four new guidance notes; (b) proposed changes to 42 existing guidance notes; and (c) deleting seven guidance notes in the FCA’s Knowledge Base in anticipation of the POATRs regime; and.
• gives feedback on its consultation in PMB 57 and finalises two technical notes (TNs)..

Submission of prospectuses, supplementary prospectuses 

For prospectuses prepared under the existing regime, the last day of approval under the existing regime will be Friday 16 January 2026. From 1 December 2025, issuers will be able to submit a draft prospectus, registration document, universal registration document and/or a securities note and summary prepared under the new prospectus framework for review with a view to seeking approval on or after 19 January 2026. The FCA aims to publish new forms and checklists to accompany submissions of draft documents prepared under the new regime on or around 24 November 2025.

If the FCA approves a prospectus before 19 January 2026, and it remains valid after 18 January 2026, the existing requirements for supplementary prospectuses will continue to apply. 

Consultation on proposed changes to the FCA’s Knowledge Base for the POATRs regime

In the PMB, the FCA consults on new guidance via the publication of new draft TNs covering (amongst other things) the following areas:

• The takeover, merger or division exemption: The FCA is consulting on draft guidance on the prospectus exemption under the new POATRs regime in connection with a takeover, merger or division where an exemption document describing the transaction and its impact on the issuer is made public. The guidance sets out what the FCA considers to be the appropriate content of an exemption document in certain situations. For takeovers subject to the Takeover Code, the FCA proposes that an offer/scheme document can be used as an exemption document. 
• Protected Forward Looking Statements (PFLS): The guidance sets out, amongst other things, the basis on which the FCA expects PFLS to be prepared and (because PFLS can be financial or operational information) gives guidance on what the FCA considers to be operational information.

The FCA is also consulting on amendments to several technical and procedural notes including (amongst other things):

• Guidance relating to the preparation of working capital statements: The FCA has proposed new guidelines which permit issuers to provide additional disclosures alongside a clean working capital statement which explains the basis on which the statement has been prepared and to include ‘uncommitted’ facilities in their working capital calculations in certain circumstances.
• Climate related disclosures: The FCA has proposed updated guidance in relation to climate and sustainability-related disclosures to reflect the new POATRs regime, and also the disclosure of wider sustainability-related matters under the necessary information test where these are not explicitly referenced in minimum content requirements.

(FCA, Primary Market Bulletin 58, 17.10.2025)

FCA: Primary Market Bulletin 59

On 23 October 2025, the Financial Conduct Authority (FCA) published Primary Market Bulletin 59 (PMB 59). Among other things, PMB 59 sets out the FCA’s observations following a review of issuers’ compliance with delayed disclosure of inside information requirements and provides a reminder to issuers adopting cryptoasset treasury strategies.

FCA’s review of delayed disclosure of inside information (DDII) notifications under UK MAR 17.4

Article 17.4 of the UK Market Abuse Regulation (UK MAR) allows issuers to delay public disclosure of inside information under certain conditions. The FCA conducted an earlier review of compliance with these requirements in November 2020 and that has been used for comparison purposes. The FCA has looked at DDII notifications submitted from 1 April 2022 to 31 March 2024 and found:

• A 39% decrease in DDII notifications submitted per day compared to the 2020 review. It notes that factors such as market conditions may affect the volume of notifications, but such a significant drop was unexpected.
• Approximately 18% of issuers on the trading venues reviewed made DDII notifications, compared to around 25% previously.
• Average delays increased by approximately 7 days since the previous review, to 35.2 days, but there was a fall of around 6 days for the average delay in the category of ‘Unscheduled Financial Information’. 

In light of these findings, the FCA reminds issuers of the following (amongst other things):

• To have appropriate arrangements in place to comply with Article 17.4 of UK MAR, including the requirement to immediately inform the FCA that disclosure of the inside information was delayed after disclosure to the public, and to provide a written explanation of how the considerations in Article 17.4 were met, if requested by the FCA. 

• The requirement in Listing Principle 1 (see UKLR 2.2.1 R) that ‘A listed company must take reasonable steps to establish and maintain adequate procedures, systems and controls to enable it to comply with its obligations’, extends to meeting its disclosure obligations under Article 17.4.
• The disclosure obligations under both Article 17.4 and Article 19 of UK MAR since the FCA received only two notifications in the ‘PDMR Shareholdings’ category, referencing the delay of the disclosure of inside information contained in PDMR notifications. Under Article 19.1 of UK MAR, PDMR notifications must be made promptly and no later than 3 working days after the date of the transaction. 
• To consider whether the conditions to delay under Article 17.4 continue to be met on an ongoing basis (including ensuring the confidentiality of the inside information until disclosure is made).
• To remember, during the delay period, obligations under Article 17.7 (to disclose that inside information to the public as soon as possible) and Article 18 of UK MAR (to draw up and maintain insider lists to reduce the risk of unlawful disclosure of inside information and insider dealing during the delay period).

Adoption of cryptoasset treasury strategies by listed companies

The FCA notes that some listed companies have announced plans to acquire bitcoin or other cryptoassets for the purpose of long-term value appreciation as part of their broader treasury management strategy. These acquisitions are typically being funded using existing cash reserves or via the issue of new equity or debt securities. 

The FCA has written to these companies reminding them of their obligations under the UK Listing Rules, Disclosure Guidance and Transparency Rules and UK MAR and sets out those obligations in PMB 59. These relate to communications to investors, the application of the UK Listing Rules and control of inside information under UK MAR.

Other matters

In PMB 59 the FCA also draws attention to an upcoming Consultation Paper to support the changes brought in by the UK Short Selling Regulations 2025 and it provides a reminder to issuers on key changes when submitting disclosures via the Electronic Submission System (ESS) or a Primary Information Provider. 

(FCA, Primary Market Bulletin 59, 23.10.2025)

Parliament: The Economic Crime and Corporate Transparency Act 2023 (Commencement No. 6 and Transitional Provisions) Regulations 2025 No. 1118

The Economic Crime and Corporate Transparency Act 2023 (Commencement No. 6 and Transitional Provisions) Regulations 2025 are the sixth commencement regulations made under the Economic Crime and Corporate Transparency Act 2023 (ECCTA). Made on 22 October 2025, Part 2 of the Regulations commences certain provisions in Part 1 of ECCTA from 18 November 2025. 

The provisions in Part 2 of the Regulations that come into effect on 18 November 2025 include the following:

• Identity verification (ID verification) requirements for proposed directors.
• Prohibition on a director acting unless ID verified.
• Prohibition on a director acting unless their appointment has been notified to Companies House.
• IDV requirements in relation to people with significant control (PSCs).
• Abolition of local registers (including the register of directors and the PSC register).
• Disqualification of directors for persistent breaches of companies’ legislation or for a summary conviction.

Part 2 of the Regulations does not commence provisions of ECCTA which require: 

• companies to provide statements that their directors and PSCs are not disqualified from acting as a director; 
• corporate directors and registrable relevant legal entities of companies to provide a service address; or
• registrable relevant legal entities to have a relevant officer whose identity is verified. 

Part 3 of the Regulations makes transitional provision concerning the identity verification of company directors and PSCs and Part 4 makes transitional provision in relation to notification of changes to company directors, secretaries and PSCs.

(The Economic Crime and Corporate Transparency Act 2023 (Commencement No. 6 and Transitional Provisions) Regulations 2025, 22.10.2025)

Parliament: The Companies and Limited Liability Partnerships (Annotations, Application and Modification of Company Law and Consequential Amendments) Regulations 2025 No.1116

The Companies and Limited Liability Partnerships (Annotations, Application and Modification of Company Law and Consequential Amendments) Regulations 2025 were made on 22 October 2025 and laid before Parliament on 23 October 2025. They impose a new duty on the Registrar of Companies to annotate the register maintained under section 1080 Companies Act 2006 (CA 2006) where an individual has verified their identification status, as well as applying annotation duties and powers to unregistered companies. 

These Regulations also make amendments to various pieces of secondary legislation, which are consequential on the Economic Crime and Corporate Transparency Act 2023 (ECCTA). 

Amongst other things, the Regulations provide as follows:

• Regulation 2 requires the Registrar to annotate the companies register where a person’s identity has been verified in accordance with the Registrar (Identity Verification and Authorised Corporate Service Providers) Regulations 2025 (S.I. 2025/50). 
• Regulation 3 applies this annotation duty to the register of limited liability partnerships (LLPs). 
• Regulation 4 makes minor amendments to the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804) to remove the requirements for members who are individuals to provide their nationality and for corporate members to provide a service address, as requirements to provide that information are to be implemented by Companies House at a later date. 
• Regulation 4 also substitutes section 1082 CA 2006 (allocation of unique identifiers) as applied to LLPs and makes a minor amendment to the Registered Office Address (Rectification of Register) Regulations (S.I. 2024/233) as applied to LLPs, which is consequential on the repeal by the 2023 Act of requirements on companies to maintain certain local registers. 
• Regulation 5 amends the Unregistered Companies Regulations 2009 (S.I. 2009/2436) in a number of ways to reflect changes to the CA 2006.

Most of the provisions in the Regulations will come into effect on 18 November 2025 when section 167M CA 2006 (prohibition on director acting unless ID verified comes into force. Regulation 3 comes into force at the same time as regulation 17AA of the 2009 LLP Regulations (prohibition on member acting unless ID verified) and Regulation 5(4) comes into force immediately after section 790LA CA 2006 (duty to notify Registrar of confirmed persons with significant control) comes into force.

(The Companies and Limited Liability Partnerships (Annotations, Application and Modification of Company Law and Consequential Amendments) Regulations 2025, 23.10.2025)

HM Treasury: Regulation Action Plan – Progress update and next steps

On 21 October 2025, alongside a Written Statement from the Department for Business and Trade, HM Treasury published a report setting out the progress made towards delivering the Regulation Action Plan published in March 2025. The report also provides an update on that Plan’s three themes: tackling the complexity and burden of regulation; reducing uncertainty across the regulatory system; and challenging risk aversion. 

In terms of modernising corporate reporting, the report states that the Government will seek to introduce further legislative changes to streamline corporate reporting requirements. The legislative changes announced will: 

• exempt medium-sized private companies from producing a strategic report in the Annual Report;
• exempt wholly owned subsidiaries from producing a strategic report where they are covered by the reporting of a UK parent; and 
• remove the requirement to produce a directors' report, with some provisions to be removed entirely, and others, including reporting on energy and emissions, relocated elsewhere in the Annual Report. 

The Government also intends to continue to pursue further opportunities to reduce the reporting burden on business and it will launch a consultation in 2026 to review the whole of the Annual Report and Accounts.

As part of its action to ensure the UK’s regulatory services across the economy are “pacy, predictable and proportionate for business and fit for the modern age”, among other things it is reported that: 

• The Financial Reporting Council (FRC) will clarify the UK Corporate Governance Code guidance to make clear that the payment of non-executive directors in shares is appropriate. This should enhance the ability of UK listed companies to attract the highest calibre of talent on the global stage. The updated guidance will be published by the FRC in early November 2025.
• The Government has asked the Investment Association (IA) to discontinue the IA’s Public Register which tracks shareholder dissent. HM Treasury states that the Register has served its purpose, and this removes duplication with UK Corporate Governance Code requirements that provide transparency for investors, supporting wider efforts to streamline the corporate reporting framework.

The Business Questionnaire published on 21 October 2025, ‘Unlocking Business: Reform Driven by You’, is part of the drive to reduce the administrative burdens of regulation for business.

(HM Treasury, Regulation Action Plan – Progress update and next steps, 21.10.2025)

DBT: Unlocking business: Reform driven by you – Business Questionnaire

On 21 October 2025, the Department for Business & Trade (DBT) published a business questionnaire, ‘Unlocking Business: Reform Driven by You’, to provide businesses of all sizes, entrepreneurs, investors and industry experts with the opportunity to help identify regulations that are outdated, duplicative, or disproportionate.

This business questionnaire builds on measures already announced, including in the Regulatory Action Plan, first published in March 2025. It will also build on the Industrial Strategy, published in June 2025, and on the evidence received about regulation in response to the Green Paper which preceded it. It also supports the Regulation Action Plan – Progress update and next steps, published by HM Treasury on 21 October 2025.

The business questionnaire is structured as follows:

• Section 1: Identifying regulatory burdens to business growth and innovation: This asks for examples of how regulations impose disproportionate costs on business, and what changes might be helpful to reduce burdens. (Questions 1 - 2)
• Section 2: Direct costs of regulation on business: This asks questions about the direct costs on business arising from regulation, i.e. those costs imposed by regulations themselves rather than how they operate and asks what changes might be helpful to reduce direct costs. (Questions 3 - 8)
• Section 3: Indirect costs of regulation on business: This asks questions about indirect costs on business arising from regulation, i.e. costs that arise from how regulations operate in practice. These costs can arise from how regulators carry out their duties on a day-to-day basis, and mechanisms for challenging regulators’ decisions. (Questions 9 - 16)
• Section 4: Opportunity costs of regulation for business and consumers: This asks questions on the opportunity costs of regulation, such as missed or delayed business opportunities caused by regulations and the way they operate in the UK, where possible in comparison to overseas jurisdictions. DBT want to understand how particular aspects of regulation are inhibiting growth and investment, and how respondents think this can be remedied. (Questions 17 - 21)
• Section 5: Closing questions: This asks some background questions about respondents to help DBT understand how the impact of regulation differs between different sectors and types of business. (Questions 22 - 28)

Responses should be submitted by 16 December 2025.

(DBT, Unlocking business: Reform driven by you – Business Questionnaire, 21.10.2025)

(DBT, Unlocking business – Open call for evidence, 21.10.2025)

FRC: Thematic Reviews into reporting on share-based payment arrangements and reporting by investment companies

On 21 October 2025, the Financial Reporting Council (FRC) published two thematic reviews on UK company reporting in respect of share-based payment arrangements and reporting in respect of investment companies. These thematic reviews were discussed in the FRC’s Annual Review of Corporate Reporting published in September 2025 (see further here).

These thematic reviews are designed to support high standards of corporate reporting and so provide investors with confidence in the quality of UK financial reporting. They form part of the FRC’s ongoing commitment to improving the quality and transparency of UK corporate reporting.

Share-based Payment thematic review

The Share-based Payment thematic review examines how companies have applied IFRS 2 ‘Share-based Payment’. IFRS 2 requires a share-based payment transaction to be classified as either equity-settled or cash-settled. It requires judgement and modelling to value share-based transactions, such as those used in employee compensation packages. The review notes that this can lead to overlapping disclosure requirements, particularly with the directors’ remuneration report, and challenges in making sure key messages are not obscured by the volume of disclosures. 

The thematic review involved a desktop review of 20 listed companies with significant share-based payment expenses, and it looks at some of the key recognition, measurement, classification, and disclosure requirements of IFRS 2 and highlights examples of good practice. It also sets out areas for potential improvement and some of the common pitfalls when applying the standard.  It notes that the review highlighted varying quality in share-based payment disclosures. While many companies provided clear and concise policies and disclosures, some showed inconsistencies, such as unexplained cash outflows despite describing awards as equity-settled.

While the review did not include private companies, the FRC states that this report could be applied to them where relevant. Section 10 of the report explains some of the issues that private companies should consider when applying IFRS 2.

Section 11 of the report sets out the FRC’s expectations of companies, including that they should consider the examples provided in the report of better disclosure and opportunities for improvement and incorporate them in their future IFRS 2 reporting, where relevant and material. 

Investment companies thematic review

The investment companies thematic review provides insights into the reporting by investment trusts, venture capital trusts and other closed-ended investment entities. While these entities’ financial statements are generally straightforward, the FRC have identified recurring issues, particularly disclosures around Level 3 fair value measurements (measurements involving significant unobservable inputs). Other application issues include alternative performance measures (APMs), whether the strategic report is fair, balanced and comprehensive, and significant judgements relating to the investment entity definition.

In conducting this thematic review, the FRC’s sample included a mix of investment companies reporting under IFRS, and FRS 102, investing in infrastructure, private equity, venture capital and property. 

The thematic review sets out key recommendations and areas for improvement, including improved disclosures around the quantification of significant unobservable inputs and assumptions, and related sensitivities, for Level 3 valuations.

(FRC, Thematic Review: IFRS 2 ‘Share-based Payment’, 21.10.2025)

(FRC, Thematic Review: Investment trusts, venture capital trusts and similar closed-ended entities, 21.10.2025) 

(FRC, FRC publishes corporate reporting insights, 21.10.2025)