GC26/8: Primary Market Bulletin No. 67
AI Analysis
The FCA is consulting until 9 December 2026 on consequential updates and deletions from its Primary Markets Knowledge Base following the 19 January 2026 commencement of the Public Offers and Admissions to Trading Regulations 2024 regime and the FCA’s 31 July 2026 PRM amendments. The proposals would align TN 602.5 with the narrower employee/director prospectus exemption, align TN 605.5 with the revised “manifestly the same” test for supplementary prospectuses, and remove superseded or duplicative guidance; they do not themselves introduce new binding Handbook obligations.
Key dates
- 2026-01-19
- The Public Offers and Admissions to Trading Regulations 2024 regime and the PRM sourcebook came into force, replacing the UK Prospectus Regulation framework for relevant new activity.
- 2026-07-31
- The FCA’s PRM Clarificatory Amendments Instrument 2026 came into force, including amendments to PRM 1.4.12R and PRM 10.1.9R.
- 2026-11-04
- GC26/8 consultation opened and the FCA published Primary Market Bulletin No. 67.
- 2026-12-09 Deadline
- Deadline for comments on the proposed amendments and revocations.
Suggested considerations
- Firms should review the proposed amendments to TN 602.5 and TN 605.5 and consider submitting comments to the FCA at [email protected] by 9 December 2026.
- Issuers and advisers should reassess employee and director share-scheme prospectus-exemption analyses under PRM 1.4.12R, including whether any onward-transfer purpose could make the exemption unavailable.
- Issuers, arrangers and counsel should update precedent opinions, prospectus checklists and supplementary-prospectus procedures to use the PRM 10.1.9R “manifestly the same” formulation rather than relying on the former “fungible” wording.
- Firms should identify references to UKLA/TN/103.1 and PN 902.4 in listing manuals, training, transaction checklists and legal memoranda, and determine whether those references should be removed or replaced with current UKLR, PRM or FCA website material.
- Teams handling legacy prospectuses should distinguish the new PRM framework from saving provisions for prospectuses approved under the former UK Prospectus Regulation, including the transitional provisions in regulation 48 of the Public Offers and Admissions to Trading Regulations 2024.
- Compliance teams may wish to monitor the FCA’s final decision and the Knowledge Base after the consultation closes before treating the proposed deletions or amended notes as final guidance.
What changed
The FCA proposes to amend Primary Market/TN/602.5 so that its guidance on the prospectus exemption for securities offered, allotted or to be allotted to existing or former directors or employees refers to PRM 1.4.12(2)(c). The related PRM 1.4.12R amendment is intended to ensure that the exemption is used only for legitimate incentive and employee share schemes and is unavailable where the purpose is subsequent transfer rather than a genuine employee or director scheme. The FCA also proposes to amend Primary Market/TN/605.5 to reflect PRM 10.1.9R, which replaced “fungible” with “manifestly the same” when determining whether securities issued under a base prospectus can be addressed through a supplementary prospectus. The FCA proposes to delete UKLA/TN/103.1 on the independent-business requi
Compliance impact
The immediate impact is limited because GC26/8 is a consultation on non-Handbook Knowledge Base material and does not itself create new binding rules. The practical risk is interpretive: continuing to rely on superseded premium-listing or final-terms guidance, or applying the employee/director exemption or supplementary-prospectus route using outdated assumptions, could contribute to an incorrect
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 are consulting on the following changes to the Knowledge Base. ... Why we are consulting Via our July 2026 Handbook Notice, we updated rules in our Prospectus Rules: Admission to Trading on a Regulated Market (PRM) sourcebook which require us to update Technical Notes (TNs) 602 and 605.Following consultation on TN…
Extract from FCA . Read the full notice at the source for the authoritative text.