PMB 65 highlights that misleading announcements and the assessment, handling, and disclosure of inside information remain key ongoing areas of focus for the FCA.

Some of the key takeaways include:

• Clear language: Taking care to ensure that regulatory announcements use clear, unambiguous and non-flamboyant language that can be understood by investors.
• Regulated vs marketing information: In the case of regulated market issuers, there should also be a focus on ensuring the contents of regulatory announcements do not stray too far from regulated information - although inclusion of appropriate context and analysis may be necessary to help investors’ understanding, this should be concisely expressed. In all cases, care should be taken to comply with the UK MAR prohibition on combining disclosure of inside information with marketing of the issuer’s activities.
• Marketing materials: Other channels should be used for the release of marketing material – for example, non-regulatory newswire services, the issuer’s website and/or social media (although as the FCA flags, UK MAR can apply to any form of misleading statement, however disseminated). 
• Beware of boilerplate: Rubrics should be appropriate to the specific announcement in question and, in particular, it should be ensured that inside information wording is only used where such information is being disclosed.
• Financial information: When preparing periodic financial reports, it should be assessed on a case-by-case basis whether the information the issuer holds amounts to inside information. In particular, as flagged in PMB 65, issuers should not adopt a blanket approach and automatically treat advanced financial information as inside information until publication, regardless of whether it varies from guidance or market consensus. See also the guidance in Technical Note 506.3.
• Keeping the position under review: Where a prudent approach has been adopted at an early stage when assessing whether inside information may have arisen (for example, if facts are still developing), the position should be kept under review during any prolonged period of delay taking into account whether, for example, market expectations have become clearer or price sensitivity has diminished.
• Understanding the requirements: It should be ensured there is sufficient internal understanding of the issuer’s UK MAR obligations to enable the appropriate application of external advice and the exercise of informed judgment. This should include understanding the conditions for delayed disclosure and ensuring appropriate processes are in place to support confidentiality and there is ongoing assessment of whether all conditions for delay continue to be met. The FCA notes that it found smaller issuers placed greater reliance on third party advisers and/or outsourced company secretariat when applying the inside information framework and operationalising MAR controls.
• Unexpected events: Where unexpected and significant events mean a short period is required to clarify the position before making a complete announcement, issuers and boards should have regard to the guidance in DTR 2.2.9G(2) which suggests that a “short delay” may be acceptable. A distinction can be drawn between situations where an announcement after a “short delay” can still be said to have been made “as soon as possible”, and scenarios where disclosure is delayed in accordance with UK MAR. In such situations, issuers and their boards should ensure clarity around the analysis of whether inside information has been announced “as soon as possible” (albeit with the benefit of a short delay for clarification) or whether disclosure has been formally delayed (in which case the delay criteria will need to be met and the delay notified to the FCA when announcement is made).
• Oversight of technology: Issuers should ensure RegTech tools or other automated or semi-automated processes that they use are accompanied by appropriate controls, governance and oversight. This should include opportunities to reassess underlying assumptions before regulatory actions (such as the creation of insider lists and submission of delayed disclosure of inside information notifications) are triggered.

Misleading announcements trend

The FCA has identified a growing trend of potentially misleading statements being made in regulatory announcements that contain vague, exaggerated, and flamboyant language. It notes that, in some cases, they appear to contain or resemble marketing material rather than regulated information. Areas of particular concern include where issuers have released announcements more frequently than appears justified by their content, marked announcements as containing inside information when they almost certainly do not, and/or released the announcements against a backdrop of very significant spikes in share price. Some specific examples of the types of statements that have raised concerns are also flagged. 

Regulated vs marketing information

PMB 65 reminds regulated market issuers of their obligation under DTR 6 to disclose “regulated information”¹ via RIS and of restrictions under the DTRs and UKLR on disseminating false or misleading information. In the context of UK MAR, it also highlights the prohibition on issuers combining marketing of their activities with the disclosure of inside information and (in the context of the offence of market manipulation) previous FCA guidance that language used in communications should be clear and unambiguous so it is understood by investors.

The FCA accepts that regulatory announcements cannot always be limited purely to regulated information and that appropriate context and analysis, concisely expressed, may be necessary to help investors’ understanding. However, it highlights that care must be taken when drafting and releasing such announcements. Where their content strays too far from regulated information, the FCA will consider whether it has become misleading for the purposes of the UKLR/DTRs (or, in the most serious cases, UK MAR) and whether this indicates poor issuer systems and controls.

Financial promotions

The FCA also reminds issuers to be mindful of its financial promotion rules. Although it is rare for company statements or briefings to involve an invitation, it notes there may be circumstances where there is a promotional element that may amount to an inducement to engage in investment activity as discussed in detail in PERG 8.21.

1. In summary, information which an issuer is required to disclose under the DTRs, the disclosure requirements of UK MAR, or the UKLR.

PMB 65 includes a discussion of key themes and observations from the FCA’s ongoing work on delayed disclosure of inside information under UK MAR, building on previous thematic work in this area.

Long delays/unclear reasons

The FCA has continued to review delayed disclosure of inside information (DDII) notifications where there was an unusually long period of delay or where the circumstances around the delay were not immediately clear from the notification itself. Overall, its enquiries did not find widespread or systemic failures and it was generally satisfied issuers understood the conditions for delayed disclosure and (for the most part) had appropriate processes in place to support confidentiality and there was ongoing assessment of whether all conditions for delay continued to be met during the relevant period.

Classification of inside information

Extended or unusual delays were mainly caused by incorrect classification of inside information and issues arising from ongoing assessments of the inside information (or, sometimes, lack of such assessment). The FCA discusses a number of key themes in this context including blanket classification of inside information, failure to re-assess classification during the delay period, misunderstanding of what constitutes inside information, and errors caused by automated processes.

Unnecessary DDII notifications

In one case an issuer experienced an unexpected development and, in accordance with guidance in DTR 2.2.9G(2), required a short period to clarify the position before making a complete announcement. Whilst the FCA did not have concerns about this, it considered the subsequent filing of a DDII notification by the issuer to be unnecessary. It notes this is consistent with a 2016 ESMA consultation which referred to situations where some time may be needed to clarify the position and ascertain whether the issuer holds inside information, which ESMA considered may mean that the information has been disclosed “as soon as possible” rather than disclosure having been delayed. In other words, rather than seeking to formally delay the announcement of inside information, it may be appropriate to take a short time to clarify the position and ascertain whether the issuer holds inside information. Taking this time to clarify does not necessarily mean that a subsequent announcement has not been made “as soon as possible”. 

Lack of delay notifications

The FCA also engaged with a smaller number of larger Main Market companies that had not submitted DDII notifications over an extended period to understand the reasons for this as it was concerned that some issuers may have neglected their notification obligations. This was not the case, with responses highlighting scale and relative price sensitivity (with fewer situations assessed as constituting inside information when considered in the context of the issuer’s size) as well as mature governance structures, including clear ownership of inside information judgements through standing decision groups or disclosure committees.

Divergence between UK and EU MAR

The FCA notes that the EU is beginning to implement changes to EU MAR, including related technical standards and guidelines. In this context, it reminds issuers subject to UK MAR that they should continue to comply with the UK versions of relevant technical standards and appliable guidance.

PMB 65 also covers a number of other topics which are not in scope of this briefing, including the FCA’s work to improve transparency and access to trade data in UK equity markets, sponsors taking increasingly tailored approaches to expert reporting in relation to ESCC admissions, an explanation of the FCA’s emergency powers under the Short Selling Regulations 2025, and the new inside information declaration form for listings submissions via ESS which (from 21 September 2026) must be included with the first submission of new equity cases, including guidance requests.

We have extensive experience of advising companies on complex disclosure issues under UK MAR and on internal policies and procedures in this area. We also regularly provide training (including refresher training) on this topic to boards and disclosure committees.

In addition, we advise companies in relation to FCA enquiries, investigations and disciplinary matters, including in relation to disclosure issues, and so are well placed to provide input as to the FCA’s approach and expectations.