Primary Market Bulletin 66
AI Analysis
The FCA has finalised revised guidance on prospectus working capital statements and is consulting on new guidance for listed companies applying the UK Sustainability Reporting Standards (UK SRS) on a comply-or-explain basis. The changes give issuers limited flexibility to rely on certain uncommitted financing facilities, while creating a near-term implementation and governance workstream for sustainability reporting from accounting periods beginning on 1 January 2027; the FCA has also signalled that cyber incidents require prompt, case-by-case assessment for possible inside information under UK MAR.
Key dates
- 2026-10-28 Deadline
- Deadline for comments on proposed TN 803.1, consequential updates to TN 801.4 and deletion of TN 802.3.
- 2027-01-01
- New UK Listing Rules sustainability disclosure requirements apply to accounting periods beginning on or after this date.
- 2028-01-01
- The FCA expects to focus initially on helping issuers prepare for the first reporting cycle under the new sustainability disclosure regime, which is expected to occur in 2028.
Suggested considerations
- Issuers preparing prospectuses should assess whether each uncommitted facility is available for the entirety of the working capital period, document the reasonable worst-case scenario analysis and determine whether a clean or qualified working capital statement is supportable.
- Prospectus teams should review the additional disclosure expected under TN 619.3 and ensure that risk-factor drafting is consistent with the working capital conclusion, particularly where financing assumptions may require disclosure under Regulation 23 of the POATRs.
- Listed companies should review the proposed TN 803.1 and consider submitting consultation responses to the FCA by 28 October 2026, including views on the level of detail required for both compliance statements and explanations.
- Sustainability, finance, legal and company-secretarial functions should map UK SRS requirements to existing TCFD, climate, sustainability and home-market reporting processes, including the one-year Scope 3 and two-year non-climate S1 transitional deferrals.
- Issuers should identify financially material sustainability and climate-related risks and opportunities, assess their effect on cash flows, access to finance and cost of capital, and establish data, metrics, targets and controls capable of supporting the first reporting cycle.
- Boards and senior management should review governance arrangements, business-model resilience processes, internal controls and training for UK SRS reporting, consistent with Listing Principle 1 and UKLR 2.2.1R.
- Companies choosing to explain rather than comply should ensure the explanation is specific, evidence-based and reconciled with annual-report risk disclosures under DTR 4.1.8R rather than relying on generic language.
- International issuers should assess whether proposed TN 803.1 permits reliance on equivalent home-market disclosures without creating gaps against UK SRS requirements.
What changed
Final Technical Note 619.3 permits an issuer, in specified circumstances, to take financing under uncommitted facilities into account when preparing a clean working capital statement, provided the facility can reasonably be regarded as available for the entirety of the working capital period. The issuer should provide accompanying disclosure explaining the relevant basis and financing assumptions. If the uncommitted facility cannot be considered available and sufficient committed financing cannot be secured, the prospectus should contain a qualified working capital statement. The related guidance in TN 321.5 has been updated, including the renumbering of the relevant cross-reference from paragraph 136 to paragraph 137. The FCA has also consulted on proposed TN 803.1, consequential amendmen
Compliance impact
The working capital changes are targeted guidance but may affect prospectus sign-off, financing assumptions, risk-factor drafting and sponsor or adviser assurance. The sustainability provisions create a substantial implementation programme for listed issuers, while the cyber observations increase the importance of rapid escalation and documented UK MAR assessments; failure to make required disclos
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
Newsletter for primary market participants. September 2026 / No. 66 ... About this editionIn this Primary Market Bulletin (PMB) 66 we:Finalise Technical Notes (TNs) 619.3 'Guidelines on disclosure requirements under the Prospectus Rules: Admission to Trading on a Regulated Market (PRM) and Guidance on specialist…
Extract from FCA . Read the full notice at the source for the authoritative text.