EQ Monthly Bulletin - May 2026

In This Edition:

• FCA Handbook Notice 139 – Prospectus Rules (Miscellaneous Amendments) Instruments 2026 and Primary Market Sourcebook
• Office for Equality and Opportunity – Gender Pay Gap Reporting Guidance
• FCA Primary Market Bulletin 62 – Follow up on Carillion plc, concerns about fake investor takeover approaches and review of sponsors’ work on the modified transfers process
• Gov.uk – Register of Overseas Entities (Protection and Trusts) and Limited Liability Partnerships (Application of Company Law (Amendment) Regulations 2026
• FCA Handbook Notice 140 – Amendments to the UK Listing Rules and Glossary of Definitions
• FCA Primary Market Bulletin 63 – Technical Notes and Climate Related Disclosures
• FCA Consultation Paper CP26/14 – Changes to Information Flows for UK Equity IPOs

FCA Handbook Notice 139 – Prospectus Rules (Miscellaneous Amendments) Instruments 2026 and Primary Market Sourcebook

On 27 March 2026, the FCA published Handbook Notice 139 which includes changes made by the Prospectus Rules (Miscellaneous Amendments) Instrument 2026, clarifying some rules in the finalised Primary Market sourcebook (PRM) published in July 2025 that were subsequently noted as either incorrect or unclear.

The Instrument:

• Broadens the population of information that can be forward incorporated by reference in a base prospectus in certain conditions.  This will allow future financial information subject to periodic reporting to be incorporated in a prospectus rather than requiring a supplementary prospectus
• Creates a National Storage Mechanism (NSM) filing requirement for notification made in accordance with existing PRM obligations that require issuers to use a Primary Information Provider.  A new headline code will be added to the DTR sourcebook that will specify the way these filings should be categorised in the NSM

The Instrument came into force on 27 March 2026.

The FCA Handbook Notice 139 can be viewed here: Handbook Notice 139

The Statutory Instrument can be accessed here: Prospectus Rules (Miscellaneous Amendments) Instrument 2026

Office for Equality and Opportunity – Gender Pay Gap Reporting Guidance

On 7 April 2026, the Office for Equality and Opportunity published new guidance on gender pay gap reporting and the creation of action plans.

Among other things, the guidance sets out that:

• Any employer with 250 or more employees on a specific date each year (the ‘snapshot date’) must report their gender pay gap data at the year of the snapshot date. The snapshot date is 31 March for most public authority employers, and 5 April for everybody else
• The data must be published via the government's gender pay gap service
• Relevant employers have the option to produce and publish a voluntary action plan alongside their gender pay gap data. Although currently optional, it is intended for action plans to become mandatory from spring 2027 (subject to relevant legislation). Action plans require organisations to show the steps they are taking to address any gender pay gap and support employees experiencing menopause
• Relevant employers in the private or voluntary sector must include, upon submission, the name of a person responsible for confirming the information in an action plan is accurate (such as a director, partner, or senior officer)
• Relevant employers must choose at least two actions from the recommended, evidence-informed actions detailed on the Gov.uk website, one of which must address the gender pay gap and the other must support employees experiencing menopause. At least two actions must be new or in progress (as opposed to embedded or already in existence)

The Equality and Human Rights Commission may take enforcement action if data is inaccurate or not reported on time, including court orders and fines.

The Guidance can be accessed here: Gender pay gap reporting and creating an action plan: guidance for employers - GOV.UK

FCA Primary Market Bulletin 62 – Follow up on Carillion plc, concerns about fake investor takeover approaches and review of sponsors’ work on the modified transfers process

On 8 April 2026, the FCA published Primary Market Bulletin 62, which covers:
 

• Key aspects of the FCA's misleading statements case against Carillion plc, with a particular focus on what the FCA considers to be the key issues relating to the "ought to have known" element of Article 12(1)(c) of EU MAR that arises from the final notices
• The FCA's concerns about fake investor takeover approaches (share price manipulation) and equity fundraising linked to pump-and-dump schemes
• The FCA's review of sponsors' work on the modified transfers process under UKLR TP2, with specific feedback on eligibility to use the modified transfer process (specifically TP 2.1 R (3), TP 2.10 and TP 2.1 R (4)). The FCA encourages sponsors to seek guidance from the FCA if uncertain

A reminder of the 20 April 2026 deadline for commenting on the FCA's consultation about proposed clarificatory amendments to the Prospectus Rules: Admission to Trading on a Regulated Market sourcebook proposed in CP26/8

The Bulletin can be viewed here: Primary Market Bulletin 62 | FCA

Gov.uk – Register of Overseas Entities (Protection and Trusts) and Limited Liability Partnerships (Application of Company Law (Amendment) Regulations 2026

On 23 April 2026, Gov.uk published the draft Register of Overseas Entities (Protection and Trusts) and Limited Liability Partnerships (Application of Company Law (Amendment) Regulations 2026.

The draft regulations amend legislation relating to the Register of Overseas Entities (ROE) as follows:

• Regulation 7 (Application to protect information relating to a relevant individual) of the Register of Overseas Entities (Delivery, Protection and Trust Services) Regulations 2022. This regulation allows individuals to apply to remove their home address from the public register. The draft amendments also introduce a requirement (with some limited exceptions) for a service address to be used to replace the residential address 
• The draft regulations also amend regulation 2 (Interpretation) to add a definition of "relevant individual" following the replacement of section 25 of the Economic Crime (Transparency and Enforcement) Act 2022 with section 168 of the Economic Crime and Corporate Transparency Act 2023
• Regulation 4 (Access to trust information) of the Register of Overseas Entities (Protection and Trusts) (Amendment) Regulations 2025. These Regulations established the Trust Disclosure Service which allows third parties to apply to access unpublished trust information held on the register
• The draft regulations also amend regulation 31D (Required particulars) of the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 to remove service address requirements for registrable persons and registrable relevant legal entities. Companies House does not currently have the systems to receive this information, but the explanatory note states that requirements will be reinstated in due course

The draft came into effect on 24 April 2026. 

The draft regulations are available here: The Register of Overseas Entities (Protection and Trusts) and Limited Liability Partnerships (Application of Company Law) (Amendment) Regulations 2026

The explanatory memorandum can be viewed here: The Register of Overseas Entities (Protection and Trusts) and Limited Liability Partnerships (Application of Company Law) (Amendment) Regulations 2026

FCA Handbook Notice 140 – Amendments to the UK Listing Rules and Glossary of Definitions

On 24 April 2026, the FCA published Handbook Notice 140 which includes the amendments to the UK Listing Rules (UKLR) and Glossary of definitions made by the three instruments proposed in FCA consultations CP25/35 and CP26/8.
The amendments include the following:

• The UK Listing Rules (Admission to Listing: Processes and Procedures) Instrument 2026 simplifies and streamlines the listing application process, such that the FCA will only process listing applications for applicants applying to list new securities. Further issuances of securities already recorded in the Official List will become automatically listed without the issuer having to submit a further listing application to the FCA
• The UK Listing Rules (Amendment) Instrument 2026 removes the requirement for issuers to notify a Regulatory Information Service of any new issue of equity securities or a public offering of existing equity securities
• The UK Listing Rules (Miscellaneous Amendments) Instrument 2026 makes various amendments to the Glossary of Definitions to remove references that are no longer used in the UKLR and minor amendments to correct or clarify certain other UKLR provisions.

The three instruments came into force on 24 April 2026.

FCA Primary Market Bulletin 63 – Technical Notes and Climate Related Disclosures 

On 27 April 2026, the FCA published Primary Market Bulletin 63 which includes:

• Finalisation of Technical Note 717.3 - Primary Market Technical Note, Sponsors: Record Keeping Requirements with no amendments following the consultation in Primary Market Bulletin 61.
• Consultation on working capital statement guidelines in Technical Note 619.2 - the FCA has proposed changes to section II.8 (Working capital statements) of Primary Market Technical Note, Guidelines on disclosure requirements under the Prospectus Rules: Admission to Trading on a Regulated Market (PRM) and Guidance on specialist issuers. Proposed changes include a new Guideline 33.1 based on preparation disclosures and a new Guideline 33.2 on the circumstances issuers may consider financing under uncommitted facilities in their working capital calculations, allowing issuers to rely on uncommitted facilities for the purposes of a clean working capital statement in some cases 
• An update is provided on the FCA's work in relation to climate-related disclosures for specialist issuers. The FCA has paused this policy work pending updates to the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC Code) and to allow time to understand the impact of changes made by the public offers and admissions to trading (POAT) regime and related updates to the Knowledge Base on disclosures on wider climate and sustainability-related matters 
• Future rule changes and guidance updates - the FCA requests "snagging" issues relating to the UKLR and PRM regimes to be submitted by the end of August 2026.  The FCA intends to consult on any further issues in Q4 2026

The consultation on the proposed changes to section II.8 (Working capital statements) of Technical Note 619 closes on 15 June 2026.

The Primary Market Bulletin can be viewed here: Primary Market Bulletin 63 | FCA

FCA Consultation Paper CP26/14 – Changes to Information Flows for UK Equity IPOs

On 27 April 2026, the FCA published Consultation Paper, Changes to information flows for UK equity IPOs (CP26/14). 

In 2018, the FCA introduced a package of rules to improve the quality and availability of information during the IPO process and to address perceived risks of bias in research during IPOs by encouraging the production of unconnected research. Market feedback suggests that some of those rules have not had the intended effect and may have added unnecessary cost, complexity and execution risk for issuers seeking to list in the UK.

The FCA is proposing to: 

• Amend COBS 11A.1.4FR to remove the seven-day waiting period between the publication of an approved prospectus or registration document and connected research (where there is no joint unconnected and connected analyst briefing) and the one-day waiting period (where there is a joint briefing)
• Remove COBS 11A.1.4BR to COBS 11A.1.4ER (communications between the issuer and research analysts in equity IPOs) which require syndicate banks intending to publish connected IPO research to share the same information with a range of unconnected analysts as they do with their own research analysts 
• Draft Handbook text (Changes to Information Flows for UK Equity IPOs Instrument 2026) is in Appendix 1 of the paper. This draft instrument also includes an amendment to COBS 12.2.21R (measures and arrangements required for investment research) to correct a technical drafting error that arose when the text was transferred from the MiFID Organisational Regulation

The consultation also includes discussion questions on the broader regime, specifically: 

• Whether the requirement to publish an approved prospectus or registration document before, or under the current proposals at the same time as, any connected research is beneficial overall, and whether alternative approaches should be considered
• Whether the COBS 12 restrictions on pre-mandate analyst/issuer communications are appropriate and whether alternative approaches should be considered  

The consultation closes on 29 May 2026.

The consultation paper is available here: CP26/14: Changes to information flows for UK equity IPOs