FG26/8: Primary Market Bulletin No. 66
AI Analysis
The FCA has finalised Primary Market Technical Notes 619.3 and 321.5 following PMB 63, introducing greater flexibility for issuers preparing prospectus working capital statements under the Public Offers and Admissions to Trading Regulations 2024. In specified circumstances, directors may take certain uncommitted facilities into account when issuing a clean working capital statement, but issuers must provide accompanying disclosure and use a qualified statement where the facilities cannot be treated as available. PMB 66 also provides material reminders on sustainability reporting, cyber-incident disclosure under UK MAR, Chinese auditing standards for certain Stock Connect issuers and UK Listing Rules checklist requirements.
Key dates
- 2026-01-19
- The Public Offers and Admissions to Trading Regulations 2024 regime came into effect; PMB 66 finalises related Knowledge Base guidance.
- 2026-09-01
- Revised FRC Third Country Auditor directions took effect, temporarily permitting certain qualifying Stock Connect audits of Chinese-registered entities to use Chinese Standards on Auditing.
- 2026-09-30
- The FCA published Primary Market Bulletin No. 66 and finalised Technical Notes 619.3 and 321.5.
- 2026-10-28
- Deadline for comments on proposed Technical Notes 803.1 and 801.5 and proposed deletion of Technical Note 802.3.
- 2027-01-01
- UK Sustainability Reporting Standards-based UK Listing Rules requirements apply to accounting periods beginning on or after this date; Scope 3 and non-climate S1 transitional deferrals may apply.
- 2027-03-18
- FCA operational incident and third-party reporting rules in PS26/2 come into force.
- 2028-01-01
- The FCA expects the first reporting cycle affected by the new sustainability disclosure framework to occur in 2028, depending on the issuer's financial year.
Suggested considerations
- Issuers and advisers should reassess prospectus working capital models to determine whether each uncommitted facility can reasonably be treated as available for the entire working capital period, including under the reasonable worst-case scenario.
- Where uncommitted facilities are relied upon, firms should document the directors' assessment, the assumptions and the accompanying prospectus disclosure required by Guidelines 33.1 and 33.2 of Technical Note 619.3.
- Firms should test all risk factors, liquidity disclosures and business-plan assumptions for consistency with a clean working capital statement and consider a qualified statement where the prospectus describes risks fundamentally inconsistent with clean working capital.
- Sponsors, reporting accountants and legal advisers should update working capital checklists, verification procedures, prospectus precedents and review controls for Technical Notes 619.3 and 321.5.
- Listed companies should prepare for UK Sustainability Reporting Standards and the UK Listing Rules changes applying to accounting periods beginning on or after 2027-01-01 by identifying material sustainability risks and opportunities, reviewing governance and controls, and planning for the Scope 3 and non-climate S1 transitional deferrals.
- Issuers should maintain a documented, case-by-case process for assessing whether a cyber incident or vulnerability is inside information under Article 7 UK MAR, whether disclosure is required under Article 17(1), and whether delay under Article 17(4) remains justified and confidential.
- Firms should monitor cyber incidents after initial containment for new inside information concerning operational impact, duration, remediation costs, protection costs, reputational effects or changes to financial outlook, and should document information-sharing with authorities under Articles 10 and 17(8) UK MAR.
- Relevant firms should familiarise themselves with the operational incident and third-party reporting framework in PS26/2 ahead of its 2027-03-18 commencement.
What changed
Technical Note 619.3 now permits an issuer to take financing under certain uncommitted facilities into account when assessing working capital for the entire working capital period, where the directors judge that the facilities can be considered available throughout that period. A clean working capital statement may then be issued, provided the prospectus includes appropriate disclosure alongside the statement, including the relevant basis-of-preparation information and the fact that uncommitted facilities were taken into account. If the facilities cannot be considered available for the entire period and sufficient committed financing cannot be secured, the prospectus should contain a qualified working capital statement instead. The revised guidance requires consideration of the reasonable
Compliance impact
The working capital changes are targeted rather than a new broad obligation, but they materially affect prospectus preparation, director judgments, sponsor diligence and liability-sensitive disclosure because a clean statement must remain consistent with risk factors and reasonable worst-case funding needs. The cyber observations reinforce that disclosure, delay and confidentiality decisions under
Who is affected
Related regulations
References
AI-generated analysis. May contain errors or omissions — verify with the original FCA source before acting. Full disclaimer.
What the FCA said
We’ve updated the Knowledge Base with the guidance set out in Primary Market Bulletin No. 66. ... Date of consultation27 April 2026, Primary Market Bulletin 63. ... Summary of changesWe’ve amended the following existing technical notes in the Knowledge Base:Working capital statements and risk factors – Primary…
Extract from FCA . Read the full notice at the source for the authoritative text.