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Shareholder Services’ Industry Round Up December 2023

Shareholder Services’ Industry Round Up - December 2023

Friday, 22 December 2023

Final industry updates as at 2023 year end.

Updates regarding The Public Offers and Admission to Trading Regulations 2023, and further updates from The Financial Reporting Council, and from The Financial Conduct Authority. 

In this update, we detail that a further draft of the Public Offers and Admission to Trading Regulations 2023 has been published which have made some minor changes to the original draft published in July 2023.

The Financial Reporting Council has published a brief note of their areas of supervisory focus for 2024/25 while the FRC Lab has published a report following a review of Structured Digital Reporting.

Finally the Financial Conduct Authority has issues Primary Market Bulletin 46 which focuses on Article 10 of the UK Market Abuse Regulation and Environmental, Social and Governance Stewardship, and Sponsor Procedures in relation to Task Force on Climate-Related Financial Disclosures (TCFD) - aligned disclosure requirements.

In this round up we cover four key topics:

The Public Offers and Admission to Trading Regulations 2023

A further draft of the Public Offers and Admissions to Trading Regulations 2023 (POAT Regulation) which it is intended will replace retained EU law relating to the prospectus regime and create a UK framework for public offers and admissions to trading has been published. This draft of the POAT Regulations is in substantially the same form as the draft published in July, although clarifying and other minor changes have been made. Changes include:

  • Financial Conduct Authority (FCA) rules relating to admissions to trading on primary Multilateral Trading Facility (MTF). The FCA's designated activity rules (DAR) may require an operator of a primary MTF that is open to retail investors to require certain persons to publish an MTF admission prospectus. In this draft, these persons no longer include a person making an offer of transferable securities to the public but these persons continue to include issuers and persons requesting admission (regulation 15(2)). Additionally, DAR made under this regulation may not impose requirements on the content of an MTF admission prospectus or related supplementary prospectus (regulation 15(4)).
  • Waiver or modification of DAR. Additional detail is set out on what DAR may include. This includes that DAR may enable their requirements to be dispensed with, or modified, in cases and circumstances as may be determined by the FCA under the DAR, as well as enabling the publication of such a decision as the FCA determines to bring it to the attention of the affected persons (regulation 20).
  • Procedure and right to refer to tribunal. In relation to where the FCA exercises it powers under regulations 34 to 37, this draft adds that a person to whom a notice is given may refer the matter to the tribunal (regulation 38).
  • Transitional and saving provisions. Part 6 has been updated to remove definitions of, and references to, FSMA 2023 and EU-derived prospectus legislation.

The draft POAT Regulations need to be approved by a resolution of each House of Parliament under the draft affirmative procedure. Full details of can be found at The Public Offers and Admissions to Trading Regulations 2023 (

Financial Reporting Council- Areas of Supervisory Focus 2024/25

The Financial Reporting Council (FRC) has announced its areas of supervisory focus for 2024/25, including priority sectors, for corporate reporting reviews and audit quality inspections.

The priority sectors for selection of company accounts and audits are Construction and Materials, Food Producers, Gas, Water & Multi-utilities, Industrial Metals and Mining and Retail. However the FRC does not that accounts from any sector can be selected for monitoring.

Areas of focus for corporate reporting revies and audit quality inspections will include risks related to the current economic environment (for example: going concern, impairment, recoverability and recognition of tax assets/liabilities), climate related risks, including TCFD disclosures, implementation of IFRS 17 – Insurance Contracts and cash flow statements.

The statement from the FRC can be viewed at FRC announces areas of supervisory focus for 2024/25

Financial Reporting Council Lab- Structured Digital Reporting 2023

As companies admitted to trading on a UK regulated market need to produce their annual report in a structured digital format the FRC Lab has published a report highlighting some areas of focus for companies and suggestions to optimise reporting to meet the needs of investors and other users. The report is based on an examination of 50 annual reports submitted to the Financial Conduct Authority (FCA) National Storage Mechanism. The report highlights good practice tips in relation to tagging including custom tags (extensions) are created only when necessary, extensions are anchored to the closest wider core taxonomy tag and mandatory standard tags such as ‘Principal place of business’ or ‘Domicile of entity’ are applied. The FCA found that, during 2023, 90% of tagged report rejections in their submission system were due to basic errors, including an incorrect file format, naming and structure.

In relation to design and usability the report found that the human-readable layer of most reports continues to be produced by converting PDFs to XHTML. There was a suggestion that companies may want to consider using a ‘native XHTML’ approach instead, to achieve a more accessible and responsive design.

The report also noted that companies are responsible for the quality of the report even when the tagging process is  outsourced. Recommendations include companies improving their understanding of the tagging requirements to enable appropriate review of the work of any service providers more effectively, do some final spot checks in an inline XBRL viewer before submission and use the FCA’s test functionality and consider any resulting warnings and calculation inconsistencies.

The full report can be found at Structured digital reporting - 2023 insights (

Financial Conduct Authority Primary Market Bulletin 46

The Financial Conduct Authority (FCA) has issued its latest Primary Market Bulletin. The Bulletin focuses on two areas:

  • Article 10 of the UK Market Abuse Regulation and Environmental, Social and Governance Stewardship, and
  • Sponsor Procedures in relation to Task Force on Climate-Related Financial Disclosures (TCFD) - aligned disclosure requirements for premium listed commercial companies following an assessment by the FCA of how sponsors have made changes to their own procedures to assess whether new applicants have procedures in place to enable them to comply with the relevant requirements.

In considering Article 10 the current Bulletin refers to Primary Market Bulletin 42 (Primary Market Bulletin 42 | FCA) following publication of this Bulletin the FCA received a number of queries relating to Article 10 of UK MAR (unlawful disclosure of inside information) and its application to specific scenarios. The current Bulletin seeks to address questions raised by stakeholders in relation to Article 10 and market conduct issues more generally in the context of ESG stewardship.

On the subject of sponsors procedures the Bulletin notes that sponsors have made changes to their internal policies and procedures to take account of the increased focus on climate-related matters. There is an expectation from the FCA that sponsors have sufficient skills, knowledge and expertise to interpret and apply relevant elements of the FCA Handbook in the context of a listed issuer's business and operations along with a reminder to sponsors of the importance of providing appropriate training for staff involved in sponsor services, including in relation to general developments in climate and sustainability related disclosure for listed companies and the technical requirements of the Listing Rules.

The bulletin can be accessed at Primary Market Bulletin 46 | FCA

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