PLC Update Primary Market Bulletin 64: total voting rights disclosures and significant transaction announcements

On 6 July 2026 the Financial Conduct Authority (FCA) published Primary Market Bulletin 64 (PMB 64) setting out (1) the findings of their review of total voting rights disclosures and (2) their observations on the notifications being made by issuers under UKLR 7.3 on significant transactions.

Total Voting Rights (TVR) Disclosures

TVR disclosures set out the total number of voting rights of an issuer and are a source of transparency for the market, allowing shareholders and the wider market to understand the total number of voting rights of an issuer against which holdings can be measured at a particular time. This then allows investors to analyse if regulatory notification thresholds have been crossed (initiating disclosure requirements) and identify any potential shifts in influence or control of the issuer.

Following an FCA review of the effectiveness of the TVR disclosure regime which was carried out in 2025, the FCA have confirmed in PMB 64 that they remain concerned about the clarity of the disclosures and that they may not satisfy the requirements of DTR 5.6.1 R.

On this basis, issuers are reminded to:

1. confirm TVR figures clearly, ensuring that disclosures specifically confirm TVR figures in accordance with the DTRs. This is particularly important where these figures are included within a wider announcement.
2. use explicit language when TVR is part of a broader disclosure. Where possible, use the phrase “total voting rights” to signpost the information; and
3. categorise the relevant disclosure as “Total Voting Rights” when uploading it to the National Storage Mechanism.

Significant transaction notifications

As part of the FCA’s overhaul of the UK Listing Rules (UKLR) (for further background information see our article here), it replaced the requirement for companies to publish a circular and obtain shareholder approval for Class 1 transactions with enhanced notification requirements for significant transactions (broadly equivalent to Class 1 transactions) under UKLR 7.3.

The FCA have been monitoring these notifications and have also worked with market participants to understand how these requirements have embedded. There were two key findings.

1. Differing approaches in disclosing risks to the company

   The FCA was pleased to see issuers using flexibility in how they present risks with some (for example) moving away from the structure of class 1 circulars towards more concise, high-level descriptions and a less defined structure.

   That said, the FCA also referred to some examples where the explanations of risks were generic. This is contrary to the Guidance in the UKLR and the FCA are clear that the “risk description should clearly articulate the risk to the company rather than be generic in nature”.

2. Board statements on best interests

   The FCA found examples of the board statement not tracking the wording of UKLR 7 Annex 2, Part 1, 1.1R(16) and so reminds issuers that they must follow the prescribed text and that the board statement must include “the transaction is, in the board’s opinion, in the best interests of security holders as a whole”.

   The FCA also took this opportunity to remind issuers that the requirement to follow the prescribed text of the UKLR also applies to the fair and reasonable statement in the context of related party transaction notifications (UKLR 8.2.2 R (4)).

If you would like to discuss any of the points raised in Primary Market Bulletin 64, please speak to your usual contact at Burges Salmon or Nick Graves, AJ Venter, Guy Francis or Charlotte Hamilton.