FCA requires inside information declarations for all equity prospectus and circular submissions from 21 September 2026
On 7 August 2026, the Financial Conduct Authority updated its guidance webpage on submitting a prospectus or circular, adding a new requirement to the inside information declaration section. For equity cases, issuers and their advisers must now submit a completed inside information declaration form alongside the first submission of any equity document, confirming whether that submission contains inside information and, if so, explaining what that information is. The FCA states that it needs this information to apply the appropriate internal controls when reviewing the submission. Crucially, from 21 September 2026, all first submissions of equity documents, including guidance requests, must include this form. The FCA has made clear that it will not allocate a case for review until a completed form is received, meaning any omission will delay the review queue and, in turn, a transaction's timetable. The inside information declaration form is available on the FCA's forms and checklist webpage. The requirement applies across equity prospectuses and circulars, covering the full range of primary market transactions including IPOs (initial public offerings), rights issues, and shareholder circulars. This update sits within the FCA's broader programme of primary market process improvements as the UK beds in its reformed prospectus framework following the Public Offers and Admissions to Trading Regulations (POAT) regime reforms. Practitioners advising on public equity transactions will need to incorporate the declaration form into their standard submission workflow before the September deadline.
Why this matters
The new declaration requirement formalises the FCA's inside information handling at the point of first submission, reducing ambiguity about whether primary market documentation is being treated as price-sensitive during the review period. Issuers that omit the form face a hard stop on their case allocation, making this a compliance step with direct timetable consequences rather than a mere administrative formality. For the City's capital markets practices, the September 2026 deadline is immediate and affects every live equity transaction currently in preparation. The change is consistent with the FCA's pattern of strengthening primary market controls following the post-Brexit redesign of the UK prospectus regime.
On the Ground
Equity capital markets teams at City firms will need to update their standard submission checklists, client instruction letters, and internal process guides to incorporate the inside information declaration form before 21 September 2026. Regulatory counsel may also be asked to advise issuers on how to characterise and explain any inside information in the form itself, which requires judgment about what constitutes inside information in the context of the specific transaction. A trainee working on an equity prospectus matter would be directly responsible for tracking this requirement: tasks include updating the CP checklist to include the declaration form as a mandatory item, proofreading the completed form against the disclosure in the draft prospectus for consistency, and liaising with the FCA's Primary Market Specialist Supervision team on submission logistics.
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“How does the FCA's new inside information declaration requirement affect the timetabling of an equity prospectus submission, and what practical steps would you take to manage the risk of a missed deadline?”
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