The Knowledge Base is our source of technical guidance on our UK Listing Rules[2], Prospectus Regulation Rules[3] and Disclosure and Transparency Rules[4].
Application of Knowledge Base materials (such as technical notes and procedural notes) (1) under the Prospectus Regulation following the end of the Brexit transition period and (2) following implementation of the new UK Listing Rules
The Knowledge Base materials on this page have not yet been fully updated to reflect changes to our Handbook following a number of changes in recent years as a result of the following:
a. The implementation of the new UK Listing Rules on 29 July 2024
b. The adoption of UK versions of relevant EU legislation (such as the Prospectus Regulation and the Market Abuse Regulation) which came into effect at the end of the Brexit transition period on 31 December 2020.
c. The changes to the prospectus regime made by the EU Prospectus Regulation, which came into full effect from 21 July 2019.
We are continuing to update our technical and procedural notes in stages, given the large number of notes included in the Knowledge Base.
Pending these updates:
i. We expect firms and other market participants to interpret purposively references to the Listing Rules in light of the provisions of the UK Listing Rules.
ii. We expect firms and other market participants to sensibly and purposefully interpret references to EU or EU-derived law in light of the provisions of the European Union (Withdrawal) Act 2018 and any changes to the underlying provision as it is preserved or converted into UK law.
- For more information, see our approach to non-Handbook guidance where it relates to EU law or EU-derived law, and our pages about equivalence of non-UK regimes and shareholding notification and disclosure for information relating to changes to the Disclosure Guidance and Transparency Rules as a result of EU withdrawal.
iii. Please apply the guidance in the technical notes and procedural notes below to prospectuses and other listing documents (as applicable), to the extent that the guidance in the notes remains compatible with the Prospectus Regulation.
The guidance notes provide answers to the most common queries we receive and they are intended to provide FCA Guidance. For a summary of the legal effect of FCA Guidance please see our Reader’s Guide[5].
This Knowledge Base includes all technical notes and procedural notes currently in force.
See our contact page[6] for other ways to get guidance on the rules including requests for individual guidance.
In connection with debt issues, you may also wish to refer to our Early Engagement Team and enquiry service.[7]
Procedural notes
- Eligibility process[8] - Primary Market/PN/901.5
- Listing securities via Final terms[9] - Primary Market/PN/902.3
- Review and approval of documents[10] - Primary Market/PN/903.5
- Public offer prospectus - Drafting and approval[11] - UKLA/PN/904.4
- Block Listings[12] - Primary Market/PN/907.4
- Primary Market Oversight and Listing Transactions – decision making and individual guidance process[13] (Primary Market/PN/908.3)
- Sponsor firms - Ongoing requirements during re-organisations[14] - Primary Market/PN/909.3
- Additional powers to supervise sponsors[15] - Primary Market/PN/910.3
- Substitution of issuer of debt securities[16] - Primary Market/PN/911.2
- Sponsor Service Enquiry Line[17] - Primary Market/PN/912.2
- Schemes of arrangement and reconstructions [18]- Primary Market/PN/913.2
Technical notes
Eligibility for listing
- Restrictions on transfer[19] - Primary Market/TN/101.3
- The independent business requirements for companies applying for premium listing – interpretation of LR 6.4, LR 6.5 and LR 6.6[20] - UKLA/TN/103.1
Governance and conduct
Governance and conduct
- Share buybacks with mix and match facilities[21] – Primary Market/TN/202.3
- Compliance with the Listing Principles[22] – (Primary Market/TN/203.5)
- Ratification circulars[23] – Primary Market/TN/204.3
- Circulation and publication of unapproved documents[24] – Primary Market/TN/205.3
- Equality of treatment – Listing Principle 5[25] – Primary Market/TN/207.3
- Long-term incentive schemes[26] – Primary Market/TN/208.2
- Listing Principle 2 – Dealing with the FCA in an open and co-operative manner[27] – Primary Market/TN/209.4
- Cancellation of listing or transfer between listing categories – requests to waive the 20 business day notice period[28] – Primary Market/TN/210.2
Transactions
Transactions
- Classification tests[29] – Primary Market/TN/302.3
- Amendments to the terms of a transaction[30] – Primary Market/TN/304.2
- Hostile takeovers[31] – Primary Market/TN/305.3
- Aggregating transactions[32] – Primary Market/TN/307.2
- Related party transactions – fair and reasonable confirmations[33] – Primary Market/TN/308.4
- Share buybacks – novel/complex approaches and Listing Principle 5[34] – Primary Market/TN/310.2
- Discounted share issues and standard of disclosure in circulars[35] – Primary Market/TN/311.2
- Shareholder votes in relation to hypothetical transactions[36] – Primary Market/TN/312.2
- Quantified Financial Benefits Statements[37] – Primary Market/TN/315.2
Working capital
- Working capital statement – basis of preparation[38] – Primary Market/TN/320.3
- Working capital statements and risk factors[39] – Primary Market/TN/321.3
Profit forecasts and estimates
- Profit forecasts and estimates[40] – Primary Market/TN/340.4
Closed-ended investment funds
- Acquiring assets by way of a scheme of reconstruction[41] - Primary Market/TN/401.2
- Co-investments between closed-ended funds and their investment managers' employees[42] - Primary Market/TN/402.2
- Class testing changes to an investment management agreement[43] - Primary Market/TN/403.3
- Related party transactions by closed-ended investment funds – amendment of an existing investment management agreement to cover new money[44] - Primary Market/TN/404.2
- Investment management agreements and independence of the board[45] - Primary Market/TN/405.2
- Closed-ended investment funds with multiple share classes[46] - Primary Market/TN/407.2
- Eligibility of closed-ended investment funds[47] - Primary Market/TN/408.2
- Master-feeder structures[48] - Primary Market/TN/409.3
- Definition of "investment manager"[49] - Primary Market/TN/410.2
Specialist companies
- Shell companies (cash shells and special purpose acquisition companies (SPACs))[50] – Primary Market/TN/420.4
- Real Estate Investment Trusts[51] – Primary Market/TN/421.2
- Open-ended investment companies[52] – Primary Market/TN/423.3
Periodic financial information
- Half-yearly and annual reports[53] - UKLA/TN/501.1
- Preliminary statement of annual results[54] - Primary Market/TN/502.3
- Equivalence arrangements for third country issuers[55] - UKLA/TN/503.2
- Exemptions from the periodic reporting requirements[56] - UKLA/TN/504.2
- Periodic financial information and inside information[57] - Primary Market/TN/506.3
- Structured digital reporting for annual financial statements prepared in accordance with International Financial Reporting Standards[58] - Primary Market/TN/507.2
Regulatory announcements including inside information
- Delaying disclosure/dealing with leaks and rumour[59]s - Primary Market/TN/520.3
- Assessing and handling inside information[60] - Primary Market/TN/521.4
- Disclosure of "lock-up" agreements[61] – Primary Market/TN/522.4
Disclosure of positions held by issuers, investors and management
- Scope and application of vote holder and issuer notification rules[62] - UKLA/TN/541.2
- Issuer's obligations[63] - Primary Market/TN/542.3
- Shareholder obligations[64] - UKLA/TN/543.3
- Third country equivalent obligations[65] - UKLA/TN/544.2
- Changes in holdings[66] - UKLA/TN/545.2
- Voting rights that are disregarded for notification purposes[67] - UKLA/TN/546.2
- Aggregation of managed holdings[68] - UKLA/TN/547.2
- Market makers[69] - UKLA/TN/548.2
- Asset managers[70] - UKLA/TN/549.2
- Trading book exemption[71] - UKLA/TN/550.2
- Aggregation of holdings[72] - UKLA/TN/551.2
Public offers, admission to trading and the marketing of securities
- Public offers[73] – Primary Market/TN/601.3
- Exemptions from the requirement to prepare a prospectus[74] - Primary Market/TN/602.4
- Public offers – the six-day rule[75] – Primary Market/TN/603.2
- Prospectus regulation advertisement regime[76] - Primary Market/TN/604.2
- Supplementary prospectuses[77] - Primary Market/TN/605.4
- Global Depository Receipts[78] – Primary Market/TN/607.1
Prospectus content
- Guidelines on disclosure requirements under the Prospectus Regulation and Guidance on specialist issuers[79] – Primary Market/TN/619.1
- Collective investment undertaking prospectuses - portfolio disclosure[80] – Primary Market/TN/622.2
- Documents available for inspection[81] – Primary Market/TN/623.2
- Operating and financial reviews (OFR)[82] – Primary Market/TN/624.2
- Current trading and trend information[83] – Primary Market/TN/625.2
- Directors' and management disclosures in share prospectuses[84] – Primary Market/TN/626.2
- Prospectus content - financial information[85] – Primary Markets/TN/627.2
- Significant change statements[86] – Primary Market/TN/628.3
- Final Terms[87] – Primary Market/TN/629.4
- Zero coupon notes[88] – Primary Market/TN/631.2
- Pro forma financial information[89] – Primary Market/TN/633.3
- Financial information on guarantors in debt prospectuses and requests for omission[90] – Primary Market/TN/634.2
- FRS 102 Cash Flow Statement Exemptions[91] – FCA/TN/635.1
- Order of information in the prospectus[92] – Primary Market/TN/636.1
- Level of disclosure for securities subject to conversion or write-down powers[93] – Primary Market/TN/637.1
Sponsors
Sponsors
- Identifying and managing conflicts[94] – Primary Market/TN/701.4
- The sponsor's role on working capital confirmations [95]– Primary Market/TN/704.4
- Sponsors: uncertain market conditions[96] – Primary Market/TN/705.3
- Sponsors: Innovative structures and schemes[97] – Primary Market/TN/706.2
- Sponsors who are part of an investment management group[98] – Primary Market/TN/707.2
- Sponsor's obligations on financial position and prospects procedures[99] – Primary Market/TN/708.4
- Sponsor transactions – adequacy of resourcing[100] – Primary Market/TN/709.5
- Sponsor Services: Principles for sponsors[101] – UKLA/TN/710.1
- Sponsor notifications[102] – Primary Market/TN/711.2
- Additional powers to supervise and discipline sponsors[103] – Primary Market/TN/712.3
- Sponsors: Application of principle to deal with the FCA in an open and co-operative manner[104] – Primary Market/TN/713.2
- Sponsors: Guidance on the competence requirements set out under UKLR 24.4.12R(2)(b)[105] – Primary Market/TN/714.5
- Sponsors: Practical implications of competence requirements for sponsors and applicants[106] – Primary Market/TN/715.4
- Sponsors: Joint Sponsors - communications with the FCA[107] – Primary Market/TN/716.2
- Sponsors: Record Keeping Requirements[108] – Primary Market/TN/717.2
- Sponsors’ duty regarding directors of listed companies[109] – Primary Market/TN/718.2
- Sponsor’s obligations on established procedures[110] – Primary Market/TN/719.2
- Sponsors’ obligations on no adverse impact[111] – Primary Market/TN/720.2
- Sponsor’s confirmation in relation to modified transfer of listing category[112] – Primary Market/TN/721.1
- Responsibilities of a sponsor: specialist due diligence[113] – FCA/TN/722.1
- FCA reviews of sponsor services[114] – FCA/TN/723.1
ESG and Sustainability
- Disclosures in relation to ESG matters, including climate change[115] – Primary Market/TN/801.3
- TCFD aligned climate-related disclosure requirements for listed companies[116] – Primary Market/TN/802.2
Reference numbers explained
The Guidance notes have been arranged into categories by theme. Each note has been assigned a unique reference number (e.g. UKLA/TN/101.1 or UKLA/PN/901.1).
The ‘TN’ indicates that it is a Technical note and the ‘PN’ indicates that it is a Procedural note.
The first three digits, ‘101’ and ‘901’ refer to the topic or title of the note.
The final digit ‘1’ indicates that it is the first version of this note to be published. If changes are made to the note in the future, the final digit will be changed to ‘2’, ‘3’ etc to reflect the most recent version.
