The UK Financial Conduct Authority published PS25/9 and PS25/10 in July 2025, setting out the final rules that will govern the UK’s new public offers and admissions to trading regime, which will replace the existing UK prospectus regime. While the regulatory approach to the admission of securities to UK public markets will remain broadly similar to that currently in effect (with some significant changes), a new regime will govern the offering of securities to the public outside of the public markets, aimed at supporting smaller UK companies seeking to raise capital.
Under the existing UK Prospectus Regulation, broadly the same rules apply to a company (an issuer) seeking to either make a public offering of securities (the public offer trigger) or admit securities to trading on a UK regulated market (the admission trigger). In essence, these rules require an issuer to prepare a detailed prospectus that must be reviewed and approved by the FCA, unless an exemption applies.
While this will continue to be the case for securities which are to be admitted to trading on certain types of UK public securities markets, a different approach is being adopted in relation to offers of securities to the public in the UK outside of those markets.
The key change is that no prospectus will be required. Instead, unless another exemption applies, the offering will need to be made through a public offer platform (POP) operated by an FCA-regulated firm, with POPs functioning in a gatekeeping role between issuers and investors.
The changes, which follow an extensive consultation process, are intended to have several effects. These include making it easier and less costly for issuers to raise capital in the UK and widening participation in UK capital markets, particularly by retail investors. The changes form part of the wider post-Brexit review of the regulation of UK capital markets, including last year’s overhaul of the UK Listing Rules and the recent introduction of PISCES, and represent the culmination of the reform process begun by the UK Listing Review published in 2021.
The new regime is being introduced under the Public Offers and Admissions to Trading Regulations 2024, which set out the broad framework governing both new regimes. The more detailed rules governing the new prospectus regime (applicable to securities to be admitted to trading on certain public markets) are being introduced by the Prospectus Instrument 2025, which among other things introduces the new Prospectus Rules: Admission to Trading on a Regulated Market (PRM) sourcebook as part of the FCA Handbook. The UK Prospectus Regulation will cease to be effective.
The operation of a POP will be an activity regulated by the FCA, and the FCA’s Conduct of Business sourcebook will be updated to include a set of tailored rules focussed on the operation of a POP. In some cases, the FCA is setting minimum standards on how POP operators must approach their roles, while in others the FCA proposes an outcomes-based approach, offering more flexibility to operators. The wider existing regulatory regime applicable to FCA-authorised firms will also apply to POP operators, including the rules relating to proper systems and controls and the Principles for Businesses.
Changes are also being made to the UK Listing Rules and other parts of the FCA Handbook such as the Market Conduct Sourcebook governing multilateral trading facilities (MTFs).
The new prospectus regime replicates much of the existing prospectus regime insofar as it applies to the admission of securities to trading on a UK regulated market. As a result, unless an exemption applies, an issuer seeking the admission of its securities to any UK regulated market will be required to produce a prospectus, which will have to be reviewed and approved by the FCA. A similar regime requiring the production of an MTF admission prospectus (which will not require FCA approval) will apply to the admission of securities to any primary MTF.[1]
While most of the exemptions from an obligation to prepare a prospectus reflect those which currently apply under the UK Prospectus Regulation in relation to the admission trigger, there is a significant change to the exemption which applies to follow-on issuances of securities that are fungible with securities already admitted to trading.
Under the current regime, a prospectus would be required if the number of new securities (over a 12-month period) is more than 20% of those already admitted to trading. Under the new regime, that percentage is increased to 75% (or 100% for further equity issuances by open-ended investment funds). This is a significant change, intended to release listed companies from an obligation to prepare a prospectus for equity offerings which are significant, but not transformative, and where the public markets should be aware of relevant information relating to the issuer and its securities under the wider regulatory regime, in particular the UK Market Abuse Regulation.
It is also aimed at keeping the UK capital markets competitive given changes to the rules on follow-on offerings made in other jurisdictions, in particular the European Union.
Most of the requirements for a prospectus relating to admission to a UK regulated market under the new regime are broadly the same as those currently applicable, including those relating to contents, responsibility and format; however, the new regime does introduce some changes:
The new regime also applies, on a modified basis, to issuers seeking admission of their securities to primary MTFs. Under the current regime, the admission of securities to trading on a primary MTF—either on an initial public offering (IPO) or from a follow-on issuance—does not in itself trigger an obligation to prepare a prospectus (with the issuer instead being required to produce a document governed by the MTF’s own rules[2]). This means that a prospectus will only be required if the transaction also involves an offer of securities to the public in the UK and no exemption applies.
Given this, many IPOs and other securities offerings by issuers admitted to trading on primary MTFs are intentionally structured so as to avoid triggering the requirement for a prospectus, which among other things usually results in retail investors being excluded from the offering.
Under the new regime, the FCA will require an “MTF admission prospectus” to be prepared for all initial admissions of securities onto a primary MTF (i.e. on IPO)[3] and on any application for re-admission following a reverse takeover, but there will be no requirement to prepare either a prospectus or an MTF admission prospectus for the admission by the issuer of any further securities (of any class) unless the relevant MTF operator requires otherwise.
The general disclosure obligation applicable to MTF admission documents will be the same as that applicable to FCA-approved prospectuses (to disclose “all the necessary information which is material to an investor for making an informed assessment” of certain matters). However, the specific contents requirements for an MTF admission prospectus, and the process for reviewing and approving that document, will be determined by the relevant operator. MTF admission prospectuses will be subject to the same responsibility and liability standards and compensation arrangements applicable to regulated market prospectuses.
The FCA will continue to allow issuers to publish voluntary prospectuses where securities are to be admitted to trading on a relevant public market in circumstances where a prospectus is not required as an exemption applies (for example, follow-on offerings below the new 75% threshold). The FCA has noted that where issuers are making cross-border offerings into other markets, in particular the United States, they may prefer the support of an FCA-approved document.
There have been a few tweaks made to the prospectus and admissions process aimed at either cost savings and other efficiencies or trying to remove some of the perceived barriers to inclusion of retail investors in equity offerings. Among other things, the period for which a prospectus is required to be publicly available for IPOs is being reduced from six working days to three.
In addition, issuers will have 60 days (or 365 days for certain issuers) to admit new securities to trading to a relevant public market and a further 60 days to notify the market of that admission. Issuers will be permitted to aggregate several admissions (e.g., following multiple exercises of options) during the latter 60-day period into a single notification.
The new public offer regime prohibits the offering of securities to the public in the UK unless an exemption applies. In terms of what constitutes an “offer of securities to the public,” the new regime reflects the current regime.
For the most part, the exemptions (from the obligation to publish a prospectus) which apply under the current regime to the public offer trigger have been rolled over into the new regime, with one significant change: the current exemption which applies where the total consideration payable for the securities does not exceed €8 million (the maximum consideration exemption) is being replaced by a similar exemption with a limit of £5 million.
In addition, the new regime adds two new exemptions. The first is where the securities to be offered are to be admitted to a UK regulated market or primary MTF (which means that any offering covered by the new prospectus regime will fall outside the new public offer regime). The second is where the offering is made by means of a POP.
A POP is an FCA-regulated electronic system by means of which a public offer of securities is made. The rationale for introducing POPs is to provide a more clearly defined method for private companies to make larger-scale securities offerings which provides a degree of protection to investors through the use of regulated intermediaries.
POP operators will be required to act as a gatekeeper for securities offerings to be made on their platforms and will have an obligation to determine whether it is appropriate for them to facilitate the proposed offering, in the context of the objectives of maintaining integrity and ensuring an appropriate degree of protection for consumers.
As part of this process, operators will be obliged to conduct tailored due diligence on any issuer, which will require them to collect, assess and verify certain information, comprising a list of minimum information requirements and such additional information as the POP operator thinks appropriate in the circumstances to enable its determination of appropriateness. Among other things, this must involve an assessment of the financial viability of the issuer.
Assuming the POP operator is satisfied that the proposed offering meets the appropriateness threshold, the operator should then provide an information package (the disclosure summary) summarising the information it has obtained during the due diligence process to potential investors to help them to determine whether to invest.
If a POP operator becomes aware of material new information, or a material inaccuracy or omission, while the offer remains open, it has an obligation to inform investors and update the disclosure summary. In such circumstances, withdrawal rights must be offered to shareholders who have already agreed to subscribe (or, if the change is so material as to change the operator’s assessment that it is appropriate to facilitate the offer, the offer must be withdrawn).
Rights of action under existing statutory or common law rights would be available for investors against issuers. For example, losses arising from misleading statements may give rise to a claim against the issuer under Sections 89 and 90 of the Financial Services Act 2012. Investors may also be able to bring claims against POP operators for losses arising from a contravention by the operator of a rule made by the FCA (e.g., under the Conduct of Business Sourcebook) under Section 138D of the Financial Services and Markets Act 2000. However, the FCA has stressed that it is not its intention to shift the risk of investment from investors and issuers to POP operators.
POP operators and issuers will also be able to build in contractual rights of redress in the contractual arrangements between the parties.
The adoption of the new regime will also lead to a number of changes being made to the UK Listing Rules. In particular, a single application will now be made to list all securities of a particular class (present and future), with future issuances of securities of the same class being automatically listed. The concept of listing particulars, rarely used in practice, is also being removed to simplify the regulatory process.
Consequential changes are also being made to the financial promotions regime.
The new regime is expected to come into effect on 19 January 2026.
Prior to the new regime coming into effect, the FCA has announced that it intends to consult and issue further guidance in relation to certain aspects of the new regime, including the working capital statement required to be included in a prospectus; the financial information to be disclosed by issuers with complex financial histories; climate-related disclosures to be included in a competent person’s report for mineral companies; and the documentation required to be prepared when relying on the prospectus exemption applicable where securities are to be issued in connection with a takeover.
There are also transitional provisions for matters “in flight” when the new regime comes into effect.
One of the purposes of the changes introduced by the new regime is to remove some of the restrictions under the existing regime which have acted as a disincentive to companies including retail investors in equity offers. In particular, the fact that there will no longer be a public offer trigger requiring the preparation of a prospectus by companies seeking admission of securities to UK regulated markets or primary MTFs should remove one of the key inhibitors to the inclusion of retail investors in these offerings.
The FCA believes that the €8 million limit under the existing maximum consideration exemption has tended to limit the size of public fundraisings implemented by small- and medium-sized businesses outside of public markets (given the cost of preparing a prospectus where no other exemption is available).
The FCA’s intention is that the process of making an offering through a POP will be less burdensome and less costly than would be the case were a prospectus required, and accordingly the FCA hopes that the use of POPs will enable these companies to have broader access to funding through private markets for offerings above the new £5 million limit while providing greater confidence in investors to participate in such offerings.
Finally, the introduction of POPs should be considered in the context of the recent introduction of PISCES as a new form of private secondary market. Together, they introduce a new regulated private market infrastructure in the UK, which the government hopes will boost the provision of private capital markets funding to small and growth companies in the UK. It remains too early to say whether this will be the case and whether this could have knock-on implications for the UK’s existing public capital markets.
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[1] A primary MTF is defined as an MTF for which its operator sets rules relating to eligibility for, and conditions to, admission to trading and ongoing requirements to maintain admission.
[2] For example, an admission document where the securities are to be admitted to AIM.
[3] There will be an exception where the IPO is by means of one of the existing simplified routes to admission.