Reed Smith Client Alerts

The UK Financial Conduct Authority has issued the final form of its revised guidance for listed companies on identifying and handling inside information during the preparation of financial reports. The guidance is set out in an updated technical note (FCA/TN/506.2). Further information on the FCA's approach is set out in Primary Market Bulletin No. 23.

Authors: Delphine Currie James F. Wilkinson Edmund Tyler

The revised guidance is largely unchanged since the FCA issued a draft for consultation in June last year. Its purpose is to remind listed companies that their obligations in relation to inside information under the Market Abuse Regulation continue during the preparation of their annual reports and accounts (or any other interim reports). The underlying message is that companies should not assume they can delay announcing inside information identified when preparing the accounts on the basis that the information will be subsequently disclosed when they announce their results. A delay is only possible if all three of the MAR conditions for a delay are met i.e. immediate disclosure is likely to prejudice the company's legitimate interests; delay is not likely to mislead the public; and the company is able to ensure the information's confidentiality.

The guidance says that companies should begin from the assumption that information relating to financial results could constitute inside information. They should exercise judgment and conduct an ongoing assessment in good faith (as the status of the information may change). Companies also need to record and submit evidence of the assessment process if the FCA requests.