When a listed company learns something that could move its share price, UK rules generally require it to tell the market quickly and to everyone at once. This article explains what counts as price-sensitive information, when a delay is allowed and what the Financial Conduct Authority (FCA) found when it reviewed how companies use that delay.
Why do disclosure rules exist for listed companies?
Share prices rest on what investors know. If a few people learn about a profit shortfall, a bid approach or a regulatory investigation before everyone else, they can trade on it, and ordinary shareholders are left at a disadvantage. The UK Market Abuse Regulation (UK MAR) addresses this by banning trading on, and unlawful sharing of, what it calls inside information, and by requiring issuers to publish such information.
For readers of company results, the practical effect is that major news tends to arrive through a formal market announcement rather than by leak, interview or social media post. It is also why the announcements in the days around how companies respond when markets shift are worth reading closely: they are the company’s own account of what changed.
What counts as inside information?
According to the FCA’s best practice note on inside information, the test has four strands:
- Precise. The note says “‘Precise’ does not mean ‘exact’”. Information is precise if it describes circumstances that exist, or can reasonably be expected to arise, so there is a realistic prospect of the event.
- Non-public. Information stops being non-public once it is released through a regulatory information service, made generally available or otherwise publicly accessible.
- Price-significant. The question is whether publishing the information would be likely to have a significant effect on the prices of the relevant instruments.
- Reasonable investor. The FCA frames the test as information “that a reasonable investor would be likely to use as part of the basis of their investment decisions”. It adds that information can become inside information when combined with other information.
The note also says information need not be specific enough to show whether a price will rise or fall. A warning that profits will land well below what the market expects is the classic example, but so are a major contract loss, a takeover approach or an investigation that could end in a significant fine.
How do companies keep inside information under control?
Between the moment a company has inside information and the moment it announces it, the risk of leaks and improper trading is at its highest. The FCA’s note recommends a “need-to-know” approach, keeping the number of people aware of the information before formal release “as small as possible”.
Practical steps it describes include:
- Assessing the suitability of people given access, and checking for conflicts of interest.
- Making sure insiders know when they have received inside information and what the rules prohibit.
- Setting up an insider list so the organisation can identify everyone with access.
- Keeping records of decisions about who is told and why.
Insider lists matter beyond good housekeeping. The FCA says issuers admitted to a UK regulated market, and in certain cases those whose instruments trade on a UK multilateral or organised trading facility, must send their insider lists to the regulator on request. The FCA says the secure system for responding is free to use.
The note also states that inside information may only be disclosed where necessary in the normal course of employment, a profession or duties, and that “disclosing it in any other circumstances is an offence under MAR”.
Can a company delay announcing bad news?
Sometimes, but only narrowly. Article 17.4 of UK MAR allows an issuer to delay public disclosure on its own responsibility only if all three conditions are met:
| Condition | What it means |
|---|---|
| Legitimate interests | Immediate disclosure is likely to prejudice the issuer’s legitimate interests |
| No misleading the public | The delay is not likely to mislead the public |
| Confidentiality | The issuer can ensure the information stays confidential |
A delay is not a way to avoid bad news. It exists for situations such as live negotiations, where announcing too early could wreck a deal that would otherwise benefit shareholders. If confidentiality is lost, for example because of a leak or rumour, Article 17.7 requires the issuer to disclose “as soon as possible”. Once the information is made public, the issuer must notify the FCA of the delay, using the FCA’s delay disclosure notification form.
Other notifications run alongside this regime. The FCA lists notifications by persons discharging managerial responsibilities (PDMRs), such as directors, and buy-back and stabilisation notifications. PDMR transaction notifications must be made within three working days, according to the FCA.
What did the FCA’s latest review of delays find?
In Primary Market Bulletin 59, published in October 2025, the FCA reviewed delayed-disclosure notifications for the period 1 April 2022 to 31 March 2024 and compared them with its November 2020 review. Its main findings were:
| Measure | Finding |
|---|---|
| Notifications reviewed | 835 |
| Change in notifications per day | Down 39% on the previous review |
| Share of issuers making notifications | About 18%, down from about 25% |
| Average delay | 35.2 days, up about 7 days |
| Unscheduled financial information | Average delay fell from about 21 to about 15 days |
| Periodic financial information | Average delay fell by about 3 days to 15 days |
| Late notifications | 43 issuers sent at least one notification 7 or more days after public disclosure |
The overall average rose even though the delay for financial information fell, which indicates that other categories of news were delayed for longer. The FCA also noted that 414 equity issuers and 11 debt-only issuers made notifications, so the obligations apply to bond issuers as well as share issuers.
How should the numbers be read?
A lower number of notifications is not automatically good news. The review period and comparison period differ in length, and fewer notifications could reflect better compliance or issuers delaying without notifying. The FCA’s bulletin said some issuers appeared to have over-classified information as inside information, and advised them to review policies and provide staff training. It said it will continue to monitor outliers.
Why does a long delay get harder to defend?
The FCA warned that the longer a delay lasts, the harder it becomes to satisfy the conditions, especially confidentiality. Information held by more people, for more weeks, is more likely to leak. It also said issuers must keep insider lists during the delay under Article 18, and that Listing Principle 1 (UKLR 2.2.1R) requires adequate procedures, systems and controls, including for delayed disclosure.
For shareholders this has an everyday consequence. A sudden price move before an announcement can be a sign that information has escaped, which is precisely the trigger for prompt disclosure. For a worked example of the opposite risk, consider a company that expects profit well below market forecasts. If it knows this and says nothing, an investor buying that day may do so at a price that does not reflect what the board knows. The disclosure rules exist to close that gap.
How can readers use this when following company news?
Understanding the framework helps in reading announcements with a sharper eye:
- Timing signals. Results released on a scheduled date are routine, whereas an unscheduled trading update often signals that something changed. Compare the figures with the picture built up in how to read a company’s financial story.
- Wording matters. Announcements often say they contain inside information for the purposes of UK MAR, which is the company’s way of confirming the price-sensitive status.
- Profit versus cash. A warning on earnings should be read alongside the distinction explained in why revenue and profit tell different stories.
- Payouts. Weaker profits can limit what a company may lawfully distribute, as set out in how UK companies decide what they can legally pay in dividends.
A framework built on trust in the information
Disclosure rules do not stop companies having bad days, and they do not guarantee that every announcement comes at the earliest moment. What they do is set a default of prompt, equal and public release, allow narrow and accountable delays, and give the FCA tools to test the exceptions. The October 2025 review shows the regulator is watching how often, and how long, those exceptions are used.
This article is general information, not personalised financial advice. Rules, regulatory guidance and figures change over time.
Sources: Financial Conduct Authority
