In the United Kingdom, a press release is more than just a communications tool. For listed companies it is often the legally required vehicle to deliver market-sensitive information. The format may look like marketing copy, but its role is regulatory. Boards that misunderstand this risk falling foul of the Market Abuse Regulation (UK MAR), the Disclosure Guidance and Transparency Rules (DTRs), and the UK Listing Rules (UKLR).
This guide sets out how press releases operate in the disclosure system, what they must contain, and how companies should use them. It is written for UK boards, company secretaries, investor relations professionals and advisers who want to balance compliance and effective communication.
Press Releases as Regulated Announcements
When a listed company issues a press release about results, transactions or other major developments, it is usually making a “regulated information” announcement under UK law. The key steps are:
Dissemination: The release must go through an authorised Primary Information Provider (PIP), usually the London Stock Exchange’s RNS.
Content: It must be full text, not a summary, and include all information required by MAR or the DTRs.
Storage: Certain announcements must be filed on the FCA’s National Storage Mechanism (NSM).
Access: Issuers must make the information freely available on their websites for at least five years (ten years for financial reports).
This is different from a pure media release. Once a release goes through RNS or another PIP, it becomes part of the official record.
Inside Information and the Role of Press Releases
The most common disclosure trigger is inside information. UK MAR defines this as precise, non-public information that relates directly or indirectly to the company and would likely move the share price.
When inside information arises, the company must publish it as soon as possible through a press release issued via a PIP. Delays are only lawful if the strict Article 17 conditions are met: protecting a legitimate interest, not misleading the public, and maintaining confidentiality.
The regulatory press release here is not just a communication choice, it is the statutory disclosure tool. Boards should therefore ensure that announcements are written clearly, factually and without spin. Marketing language can undermine credibility and create regulatory risk.
Financial Reporting Press Releases
Annual and half-yearly financial results must be published via press release under DTR 4. The release must include:
- Condensed or full financial statements
- An interim or management report
- Responsibility statements from directors
Most companies also issue preliminary results announcements, often called “prelims”. These are not mandatory but are widely used to give the market timely information. Prelims must still meet MAR standards if they contain inside information.
Each financial results press release should be accompanied by a clear headline, easy-to-read tables, and a balanced narrative. Avoid burying adverse data inside optimistic commentary.
Press Releases During Closed Periods
Under Article 19 of UK MAR, directors and senior managers (PDMRs) cannot trade during the 30 days before publication of annual or half-yearly reports.
Press releases during this time take on added importance. If performance data becomes precise enough to constitute inside information, the company must announce it immediately rather than waiting for scheduled results. This often means a profit warning or trading update press release.
Such announcements should be short, factual and specific. For example, “The board now expects profit before tax for the year ending 31 December to be 20 percent lower than consensus market expectations.” Clarity helps maintain investor trust.
PDMR Dealings and Press Release Obligations
When PDMRs and their closely associated persons trade in company securities, they must notify within three business days. The company must then publish this information via a press release through a PIP.
These Article 19 press releases are usually short, tabular statements showing:
- Name of the PDMR
- Position (e.g. Chief Executive)
- Date of transaction
- Instrument and volume
- Price and resulting holding
Consistency is important. Even small share plan transactions must be announced. The FCA fined a PDMR in 2024 for failing to respect closed period restrictions, a case reported here.
Major Shareholding and Voting Rights Announcements
Investors crossing disclosure thresholds must send a TR-1 form to the issuer. The issuer must then announce the details through a press release.
These announcements must include:
- Shareholder identity
- Percentage before and after
- Breakdown between shares and instruments
- Date of transaction
Issuers must also publish monthly “total voting rights” press releases if their share capital changes. These announcements give the denominator against which holdings are measured.
AIM companies are outside DTR 5 but must still notify holdings of 3 percent or more under AIM Rule 17.
Transaction and Deal Press Releases
Major transactions require careful disclosure. Under the UKLR, if any class test exceeds 25 percent, a press release must be issued with prescribed content.
Related party transactions over 5 percent also need press release disclosure, with confirmation that the terms are fair and reasonable after consultation with a sponsor.
The content of these releases must cover counterparties, consideration, impact on the company, and any other information needed for investors to assess the deal. Boards should draft these announcements early in the process, ready to release once terms are sufficiently precise.
For AIM companies, Rules 12 to 14 govern substantial, related party and reverse transactions. Unlike the UKLR, AIM still requires shareholder approval in some cases.
Press Releases in Takeover Situations
Takeovers bring a special set of rules under the Takeover Code. Rule 2 requires prompt announcements when an offer is imminent, when there is rumour or speculation, or when the share price moves.
Leak announcements are common. The Panel’s Practice Statement 20 explains when they must be made.
Once a bidder is named, the 28-day “put up or shut up” period begins. Press releases in this period must be factual, balanced and accurate. Directors and advisers are personally responsible for their content under Rule 19.
Here, press releases are tightly scripted. Marketing language or speculative commentary is not acceptable.
Style and Structure of Effective Disclosure Press Releases
Because press releases in this context are legal disclosures, style matters. Good practice includes:
Clear headlines: State the essence, e.g. “XYZ plc Half-Year Results” or “ABC plc Acquisition of DEF Ltd.”
Plain English: Avoid jargon, exaggeration and marketing hype.
Logical order: Start with the key facts, then provide background.
Tables and figures: Present numbers cleanly, ideally in both absolute and percentage terms.
Responsibility statements: Required for financial reports, but also wise for other releases.
Contact information: Provide IR and media contacts, usually at the end.
Investors and regulators value accuracy and balance more than gloss.
News Dissemination Mechanics
The technical side of press release dissemination is often overlooked but critical. Steps include:
RIS submission: Upload the announcement to the PIP portal (such as RNS) using correct headline codes.
NSM filing: Upload required documents such as reports and circulars.
Website update: Publish the release promptly in the investor relations section.
Distribution: Share through company mailing lists and social media, making clear that the RIS version is authoritative.
Synchronising these channels reduces risk of confusion. The FCA expects near-simultaneous dissemination.
Common Pitfalls
Mixing regulated and non-regulated content: Do not combine mandatory disclosures with promotional news in a single release.
Delays: Waiting until scheduled results rather than announcing inside information as soon as possible.
Over-optimistic tone: Spinning bad news can attract FCA or Panel attention.
Poor formatting: Confusing tables or buried numbers undermine trust.
Inconsistent dissemination: RIS release and website update should match word-for-word.
Building a Disclosure Culture
Using press releases properly is not just a compliance function. It reflects governance and culture. Boards should:
Train directors and senior managers on MAR and DTR duties.
Keep robust insider lists and records of disclosure decisions.
Rehearse workflows for urgent announcements.
Use advisers and sponsors wisely, but retain board ownership of content.
The UK Corporate Governance Code emphasises internal control, and disclosure discipline is central to that.
Conclusion
For UK listed companies, press releases are the backbone of disclosure. They carry legal weight, enforce transparency, and build trust with investors. Used correctly they balance regulatory compliance with effective communication.
Boards that understand their dual role as both statutory announcements and public statements can protect reputation, maintain investor confidence, and avoid regulatory sanction.
In short, treat every press release as a window into governance. The market is watching, and the regulator is too.
