The UK's Financial Conduct Authority has published Primary Market Bulletin 66, finalizing prospectus guidance that gives issuers more flexibility to include certain uncommitted facilities in working capital calculations and consulting on expectations for listed companies under forthcoming UK Sustainability Reporting Standards. The bulletin also outlines how issuers should assess and disclose cyber incidents under the UK Market Abuse Regulation and highlights targeted updates concerning Chinese auditing standards and UK Listing Rules checklists. Under the final working capital guidance, an issuer may provide a clean statement where directors judge that specified uncommitted facilities will remain available throughout the working capital period, subject to appropriate prospectus disclosure. If those facilities cannot be treated as available and sufficient committed financing cannot be secured, the issuer should provide a qualified statement. The proposed sustainability guidance sets expectations for the detail required when an issuer complies with the standards or explains why it has not done so. The rules apply across all components of the UK Sustainability Reporting Standards for accounting periods beginning January 1, 2027, with transitional deferrals for Scope 3 and non-climate disclosures. Not every cyber incident will constitute inside information, but issuers should assess each incident when they become aware of it and disclose qualifying information as soon as possible unless the statutory conditions for delay are met. They must monitor confidentiality and subsequent operational, reputational and financial effects throughout and after the incident. The FCA also expects to review prospectus disclosures about risks arising from the permitted use of Chinese Standards on Auditing for certain Stock Connect audits, and its updated checklist webpage now covers only documents requiring FCA approval. Regulated firms are also reminded that operational incident and third-party reporting rules take effect on March 18, 2027.
UK's Financial Conduct Authority finalizes working capital guidance, consults on sustainability reporting and outlines cyber disclosure expectations
The UK's Financial Conduct Authority finalized guidance allowing certain uncommitted facilities in working capital calculations where directors judge them available throughout the working capital period, with appropriate disclosure. It is also consulting on comply or explain expectations for listed companies under UK sustainability reporting rules applying from accounting periods beginning January 1, 2027. Issuers should assess cyber incidents case by case under the UK Market Abuse Regulation, promptly disclose inside information unless delay conditions are met, and monitor confidentiality and impacts continuously.