On 27 May 2022, the FCA published Primary Market Bulletin 40.

In Primary Market Bulletin 40 the FCA follows up on its earlier consultation set out in Primary Market Bulletin 34. In Primary Market Bulletin 34 the FCA set out proposed changes to, 1 procedural note, 10 technical notes and four new technical notes. One of the technical notes would be an adaptation of Primary Market/TN/619.1 as FCA guidance covering the European Securities and Market’s Authority’s guidelines on disclosure requirements under the Prospectus Regulation. The FCA will also be augmenting it with measures on specialist issuers.

The updated procedural note is:

• Public offer prospectus – Drafting and approval

The updated technical notes are:

• Working capital statement – basis of preparation
• Working capital statements and risk factors
• Profit forecasts and estimates
• Public offers
• Exemptions from the requirement to produce a prospectus
• Prospectus Regulation advertisement regime
• Supplementary prospectuses
• Documents available for inspection
• Prospectus content – Financial information
• Pro forma financial information

The new technical notes are:

• Global Depositary Receipts
• Guidelines on disclosure requirements under the Prospectus Regulation and Guidance on specialist issuers
• Order of information in the prospectus
• Level of disclosure for securities subject to conversion or write-down powers