The FCA is reading your PLC's announcements, including the flamboyant, vague and exaggerated ones

The FCA's recent Primary Market Bulletin 65 (PMB 65) published on 28 August 2026 sets out new guidance for listed companies on the contents of regulatory announcements. Where announcements fall short of the required standard, the FCA has said it will consider taking action.

What has prompted the FCA's enquiries

The FCA has identified a growing trend of potentially misleading statements by issuers in regulatory announcements, using language which is vague, exaggerated and flamboyant. The FCA says that in some cases announcements contain or resemble marketing material rather than regulated information.

The FCA has given examples of the kinds of statement which have led it to make enquiries of issuers:

• Issuers releasing regulatory announcements more frequently than the content appears to justify.
• Announcements marked as containing inside information when they almost certainly do not.
• Announcements released against a backdrop of very significant spikes in the issuers’ share price.
• Unnecessary minor updates on the progress of commercial agreements and ventures which had already been announced.
• Repeated and detailed updates on possibly favourable macroeconomic and political conditions which were already in the public domain.
• Broad, publicly available, sector-wide commentary used to support an issuer's projects, without enough detail to explain the direct material implications for those projects.
• A claim of support for a project from a public figure which, when the FCA asked, turned out to rest solely on a passing and immaterial comment made during a meeting.
• Sensationalist language of the type normally reserved for promotional activity.

Guidance on the use of regulatory information services (RIS)

The FCA has emphasised that announcements made through an RIS are for regulated information, meaning information required to be disclosed under the UK Listing Rules, the Disclosure Guidance and Transparency Rules sourcebook (DTRs) or the UK Market Abuse Regulation (UK MAR). RIS announcements must not be used for distributing marketing material. Article 17.1 of the UK MAR provides that issuers must not combine the disclosure of inside information with the marketing of their activities.

The FCA accepts that regulatory announcements do not need to be limited to only regulated information, and that appropriate context and relevant analysis, concisely expressed, may be necessary to help investors understand what they are being told.

Where issuers do want to publish marketing material, the FCA points to non-regulatory newswire services, the issuer's own website and social media channels. But the FCA also reminds issuers that UK MAR applies to misleading statements however company information is disseminated, so moving promotional content off the RIS does not avoid the need for accuracy.

Importance of maintaining adequate systems and controls

The FCA frames poor announcement drafting as a systems and controls issue as much as a disclosure one. Issuers must take reasonable care to ensure their regulatory disclosures are accurate and full (UKLR 1.3.3R and DTR 1A.3.2R). The FCA considers that the obligation to maintain adequate systems and controls (Listing Principle 1) extend to the preparation and dissemination of compliant regulatory announcements, and it points separately to Listing Principle 6 which requires issues to communicate information to shareholders in such a way as to avoid the creation of false markets. In the most serious cases, announcements which are misleading may engage the market manipulation provisions of UK MAR.

The FCA also reminds issuers of its financial promotion guidance in PERG 8.21. While statements of fact alone are not inducements to engage in investment activity, and it is rare for a company statement to involve an invitation, there may be instances where a promotional element amounts to an inducement to engage in investment activity, which, depending on the circumstances, may need to be approved by an authorised person prior to publication.

AIM companies

Although the UK Listing Rules do not apply to AIM companies, UK MAR does, in particular both the inside information regime and the market manipulation provisions. The examples in PMB 65 suggest the FCA's concerns have arisen at the smaller end of the market, where share prices are more volatile and retail shareholder bases are larger. AIM companies and their nominated advisers should read this new guidance as also being directed at them.

Four practical steps to ensure compliance

Many listed companies will already have in place clear processes for deciding what is (and is not) inside information and for reviewing and approving the contents of the company's announcements.

For others, full compliance with the FCA's new guidance may mean taking a tighter grip on what is released as a regulatory announcement, with a clearer separation between announcements made through an RIS and purely marketing materials, and a sign-off process which can withstand being explained to the FCA if needed.

1. Review internal signoff processes: Where the drafting of RIS announcements sits only with the company's investor relations team, and there is no independent challenge before release, that is a potential control gap. A disclosure committee, comprised of individuals with appropriate experience of the regulatory requirements, provides useful oversight and control over what does, and does not, get released as a regulatory announcement. 

2. Check how the inside information label is applied: Unnecessarily marking announcements as containing inside information is one of the factors the FCA has singled out, and it is one of the easiest to fix. Someone, typically the disclosure committee, should own that judgement and it should align with the company's wider processes around identifying and handling inside information.

3. Make every claim capable of being substantiated: For longer or more detailed announcements, a verification process should be followed, with supporting documents for related information or data points referenced in an announcement.

4. Scrutinise promotional language appropriately: Positive announcements about the company which fall short of inside information are still permitted where they are genuinely intended to help investors understand what is going on in the business and where they meet the requirements for regulatory announcements in terms of accuracy and completeness. However, language or statements that are purely promotional, rather than informative, should generally not used be in a regulatory announcement.

If you would like to discuss any of these issues or any other public company matters, please contact Connor Cahalane, James Channo or Karen Hendy.