The changes, which follow reforms to the circumstances in which a company or other entity may offer its equity securities to the public, bring rule-making power closer to the regulator and should allow for a more flexible trading environment.

The Financial Conduct Authority (FCA) has set out how it will regulate admissions to trading on the UK’s primary capital markets, as well as platforms that will facilitate public offers outside those markets.

Policy Statement PS25/9 concerns admission to trading on the UK’s primary capital markets, such as the London Stock Exchange (LSE) Main Market and AIM. It follows the FCA’s previous consultation paper CP24/12, published in July 2024.

Policy Statement PS25/10 concerns so-called “public offer platforms”, a new form of capital-raising venue likely to be of relevance to crowdfunding and similar platforms. It follows the FCA’s previous consultation paper CP24/13, also published in July 2024.

The FCA has stated that the changes will come into effect on 19 January 2026.

This note covers only changes concerning admissions of equity securities. The FCA is also proposing changes for admissions of non-equity securities (such as debt securities).

Background

In January 2024, the Public Offers and Admissions to Trading Regulations 2024 (POATR) became law. The POATR (which are yet to come into full effect) replace the UK version of the EU Prospectus Regulation with a new regime.

Under that new regime, all offers of securities to the public are prohibited unless an exception applies. Exceptions include (among others) where the offer is made via a regulated market (such as the LSE’s Main Market), a primary MTF (such as the LSE’s AIM market or the AQSE Growth Market) or a public offer platform (POP).

The POATR also allow the FCA to make rules in relation to:

• admitting securities to trading on a regulated market; and
• requiring an “admission prospectus” for public offers made via a primary MTF where the securities will be available to retail investors.

Operating a POP is a new regulated activity, and the FCA has power to impose requirements on POP operators, including as to disclosure of information.

Regulated markets

For admissions to regulated markets, the FCA is replacing its existing Prospectus Regulation Rules (PRR) with a new sourcebook called the “Prospectus Rules: Admission to Trading on a Regulated Market” (PRM) sourcebook.

The PRM sourcebook largely replicates the existing regime for prospectuses on admission to a regulated market (including existing exemptions and prospectus content), but with some further relaxations. The key points are as follows. 

• There is no substantive change for admitting securities to trading on a regulated market for the first time (i.e. on an IPO or an introduction).
• For secondary capital raises, the threshold below which a prospectus is not required will increase from 20% of the issuer’s existing share capital to 75%. (This would continue to apply only to securities of a class already admitted to trading.) However, issuers will continue to be able to publish an FCA-approved prospectus on a voluntary basis, should they wish to do so.
• The page limit for a prospectus summary will increase from seven to ten pages, the requirement for an annex of detailed financial information will disappear, and issuers will be able to cross-reference to the main body of the prospectus.
• If an issuer discloses climate-related risk factors, or if there are any climate-related opportunities that are material to its prospects, it will need to include supporting climate-related information in its prospectus to allow investors to make an informed assessment of that risk or opportunity.
• If an issuer has already published a climate-change transition plan, the prospectus will need to provide key information about the plan and state where it can be found. The Government is currently consulting on requiring larger companies to develop a transition plan and report on it publicly. Read our previous Corporate Law Update for more information on the Government’s proposals to require transition plan reporting for larger companies.
• Where a prospectus is still required, the minimum pre-offer period during which it must be publicly available will reduce from six working days to three. In theory, this should make for quicker and more efficient capital raising.
  
  However, the IPO timetable will often be influenced by other factors, such as the FCA’s rules on the timing of publication of “connected analyst research” (i.e. analysis by financial institutions retained by the proposed issuer), which is often critical to an IPO.
   
• The FCA will keep the current exemption from a prospectus on a takeover where an equivalent document (an “exemption document”) is published. It will also publish a technical note giving more detailed guidance on the information an exemption document should contain.
• The new rules will also introduce a definition of protected forward-looking statements – statements of financial or operational information that relate to future events or circumstances, but which fall within a slightly more relaxed regime for liability than the rest of a prospectus. (This will include certain sustainability and transition plan disclosures.)
• Finally, the FCA will streamline the existing listing process. This includes abolishing the listing application process for further issuances of existing listed classes of security, and abolishing “listing particulars” as a means of admission (which will, in turn, close new applications to the LSE’s Professional Securities Market (PSM)).

Primary MTFs

For admissions to primary MTFs, the FCA is adding a new chapter to its Market Conduct (MAR) sourcebook. The key points are as follows. 

• An admission prospectus will be required for all initial admissions and reverse takeovers (except on MTFs that are open only to “qualified investors”). Primary MTF operators will set the content requirements for an admission prospectus.
• However, no admission prospectus will be needed if the issuer is already admitted to another exchange and utilising the “Designated Market Route” for AIM or the “fast-track route” for the AQSE Growth Market. (The FCA will consider exceptions for expedited admissions to other primary MTFs.)
• No admission prospectus will be needed for a further issuance of securities. This includes where an existing issuer admits a new class of securities to trading. Likewise, no prospectus will be required to admit securities when interposing a new holding company above an issuer.
• Primary MTF operators can nonetheless decide to require an admission prospectus for a secondary issuance, even if FCA rules do not require one.

Public offer platforms

For public offer platforms (POPs), the FCA is inserting a new chapter into its Conduct of Business Sourcebook (COBS), which sets out rules for regulated activities. It has assumed that POPs will most likely be used by earlier-stage and smaller companies that have more uncertain prospects and a higher risk profile for investors.

POPs will be available only for primary issuances (i.e. offers to the public for the first time). However, the FCA envisages that, following a primary issuance through a POP, secondary trading could be achieved through trading on an MTF, through the new PISCES sandbox, or even through a bulletin board system.

For the time being, the key points relating to POPs are as follows.

• POP operators will need to carry out due diligence on issuers to assess their appropriateness and ensure that investors receive sufficient and accurate information.
• Issuers will need to disclose core information, including their management and controllers, business model, risk factors, material contracts, and financial accounts and reports.
• They will also need to disclose information on the public offer, including the target amount, rights attaching to the securities, proposed use of funds, and tax reliefs available for investors.
• The POP operator will need to verify these disclosures, taking reasonable steps to determine whether the information provided can be relied on in deciding whether to facilitate a public offer.
• The operator will also need to carry out a reasonable assessment of an issuer’s expected financial position once its public offer is completed. It will not be allowed to facilitate the offer unless it is satisfied that the issuer will have enough financial resources to operate for at least six months after the offer closes.
• The operator will then provide a disclosure summary to investors describing the issuer and the offer. This includes not only a summary of the information provided by the issuer, but also of the checks the operator has undertaken and the output of its appropriateness assessment.
• POP operators will not be required to make further disclosures once an offer closes.

Next steps

The new rules come into effect automatically on 19 January 2026.

The policy statements state that this is intended to coincide with the POATRs coming into force. The Government has not yet confirmed when this will be, although it now seems safe to assume that the POATRs (and, therefore, the UK’s new public offers regime) will come into effect, and the UK Prospectus Regulation will be revoked, on 19 January 2026.

Read FCA Policy Statement PS25/9 on prospectus requirements for admission to a regulated market or a primary MTF (opens PDF)

Read FCA Policy Statement PS25/10 on public offer platforms (opens PDF)

Access the Public Offers and Admissions to Trading Regulations 2024