In brief
On 28 August 2026, the Financial Conduct Authority (FCA) published Primary Market Bulletin 65 (PMB 65). Among other things, PMB 65 covers a number of matters relevant to listed issuers and their advisers. This note focusses on two areas first, the FCA's warning about a growing trend of potentially misleading language in regulatory announcements, which in some cases appears to them to resemble marketing material rather than regulated information; and secondly, the findings of the FCA's review of the delayed disclosure of inside information (DDII) under Article 17(4) of the UK Market Abuse Regulation (UK MAR). In both areas, the FCA reminds issuers of the importance of proper systems and controls and complying with their regulations.
Key findings
Language in regulatory announcements: The FCA has recently identified a growing trend of potentially misleading statements by issuers in regulatory announcements that contain language which is vague, exaggerated and flamboyant, and which in some cases appears to them to contain or resemble marketing material rather than regulated information. The FCA's concerns have been heightened in recent enquiries where: (i) issuers released regulatory announcements more frequently than appears justified by their content; (ii) announcements were marked as containing inside information when they almost certainly did not; and/or (iii) the announcements were released against a backdrop of very significant spikes in the issuers' share price.
Examples cited by the FCA include unnecessary minor updates on previously announced ventures, issuers using broad, publicly available, sector-wide commentary to support their projects without enough detail on the direct material implications, an unsubstantiated claim of support from a public figure, and the use of sensationalist language of the type normally reserved for promotional activity.
The FCA stated in PMB 65 that if issuers wish to release marketing material, they may do so through non-regulatory services. They may also use their own website, social media channels or other appropriate communications outlets such as media newswire services for marketing purposes - noting of course, that UK MAR can apply to any type of misleading statement, however it is disseminated. The FCA then emphasised that where issuers choose to release what the FCA deems to be marketing information through a formal regulatory announcement, the FCA will consider taking action.
Delayed disclosure of inside information: Separately, and building on its thematic work from November 2020 and PMB 59, the FCA has continued to review DDII notifications submitted under Article 17(4) of UK MAR, following up where notifications appeared to be outliers (for example, those showing an unusually long period of delay).
The FCA identified a number of practices that could be improved in PMB 65, which are relevant to all issuers subject to UK MAR. These included: (i) adopting a "blanket" approach that automatically treats advance periodic financial information as inside information regardless of whether it varies from guidance or consensus; (ii) failing to re-assess classification during a prolonged delay as market expectations became clearer or price sensitivity diminished; (iii) misunderstanding what constitutes inside information (for example, assuming that the existence of a closed period means inside information exists, without assessing whether the information is precise and price sensitive); and (iv) over-reliance on third-party advisers or automated RegTech tools that trigger consequential steps (such as insider list creation and DDII filings) without a meaningful opportunity for reassessment. The FCA also noted that, where a short period is needed to clarify an unexpected situation in reliance on DTR 2.2.9G(2), which states that in such situations a holding announcement should be used where an issuer believes that there is a danger of inside information leaking before the facts and their impact can be confirmed, a subsequent DDII notification may not in fact be necessary.
The FCA also engaged with a small number of larger Main Market issuers that had not submitted any DDII notifications over an extended period. Its objective was to understand whether issuers appropriately rely on the delay regime and whether the duration of any delay, or other unusual circumstances, indicates broader concerns about how issuers identify and handle inside information. The outcomes of those enquiries were (i) a higher scale of price sensitivity owing to size, and (ii) mature governance frameworks that enabled agile inside information judgements.
Conclusion
PMB 65 signals that the FCA is actively scrutinising both the language issuers use in regulatory announcements and the way in which issuers identify and handle inside information. On the first, it expects issuers to ensure that the language used in their communications is clear and unambiguous so that it is understood by investors (echoing Primary Market Bulletin 52). Where an announcement strays too far from regulated information, the FCA will consider whether its content has become misleading for the purposes of the UKLRs or, in the most serious cases, UK MAR, and whether this indicates poor systems and controls.
On DDII, while the FCA found no widespread failings in the use of the delay mechanism, its casework exposed inconsistent practices in the identification and processing of inside information. There were several learnings relevant for issuers from PMB 65.