The Financial Conduct Authority (FCA) has published Primary Market Bulletin No. 19, in which it is proposing to make extensive changes to its Technical Note 506.1. TN/506.1 assists issuers with their obligations to identify and announce inside information when preparing periodic financial statements.

The key points in the FCA’s proposed new Technical Note 506.2 (which would replace TN/506.1) are as follows:

  • The draft note has been updated to refer to an issuer’s obligations under the EU Market Abuse Regulation (“MAR”), rather than the FCA’s Disclosure and Transparency Rules.
  • Issuers should begin with the assumption that information relating to financial results could constitute inside information for the purposes of MAR. However, they should not take a “blanket approach” and assume that information in periodic financial reports will either always or never constitute inside information.
  • An issuer may be able to delay disclosing inside information if it is in the process of preparing a periodic financial report if immediate disclosure would impact on the orderly production of the report and could result in the public incorrectly assessing that information. This would help issuers by allowing them to wait until their periodic financial report is ready before disclosing. However, an issuer would still need to be satisfied it has a “legitimate interest” to protect.
  • The FCA reminds issuers that they are no longer able to delay the disclosure of inside information if, by doing so, the public is likely to be misled.

The FCA has asked for comments by 23 July 2018.