Prospectus regime

FCA publishes final UK prospectus rules

On 15 July 2025 the FCA published Policy Statement PS25/9 (new rules for the public offers and admissions to trading regime) setting out its final rules in relation to reform of the UK prospectus regime and largely adopting the approach proposed in its summer 2024 consultation. This is the latest step in the process of reforming the UK’s capital markets, following on from the overhaul of the UK Listing Rules last year. The new regime will come into effect from 19 January 2026 subject to transitional provisions. The FCA’s rules underpin the POATRs (Public Offers and Admissions to Trading Regulations 2024) which set out the overarching statutory framework (see further below).

For more information on key takeaways for equity issuers, see our briefing FCA publishes final UK prospectus rules: Key takeaways for equity issuers.

Public Offers and Admissions to Trading Regulations 2024

The Public Offers and Admissions to Trading Regulations 2024 (2024/105) (POATRs), the regulations that create the new UK framework for offers of securities to the public and their admission to trading, were made at the end of January 2024. This followed on from the publication of earlier illustrative drafts and previous consultations by HMT.

The POATRs are underpinned by detailed FCA rules published on 15 July 2025 (see above) with the regime coming into effect from 19 January 2026, subject to certain transitional provisions. The FCA also plans to consult later in 2025 on further guidance in relation to its new rules in a number of areas including climate-related disclosures, protected forward-looking statements (PFLS) and working capital statements.

Some of the key aspects of the regime outlined in the POATRs are summarised below, including the divergence in approach between public offers and admissions to trading.

Public offers

The POATRs will introduce a prohibition on making a public offer in the UK unless an exemption applies. Importantly:

• The prohibition under the POATRs applies to offers of “relevant securities” – this is wider than the current rules as it extends beyond transferable securities to also include offers of certain non-transferable debt securities.¹
• If an offer does not fall within an exemption, it cannot be made – unlike the current regime, it will not be possible to cure the position by publishing a prospectus. As such, prospectuses will cease to be a feature of the UK public offers regime (although see below in relation to admissions to trading).

The exemptions to the public offer prohibition in the POATRs are largely derived from those under the existing UK Prospectus Regulation, including the “qualified investor” and “150 persons” exemptions. However, there are a number of changes and additions, including (amongst other things):

• Introducing a new exemption for offers of securities which are, or are offered conditional on being, admitted to a UK regulated market (such as the Main Market) or “primary MTF” (in summary, an MTF which operates as a primary market and allows companies to issue new capital rather than only trade existing instruments – this would include, for example, AIM).
• Introducing a new exemption for certain offers of equity securities made by UK incorporated companies to existing holders.
• Changing the threshold of the current €8m public offer exemption to £5m.
• Redrafting the exemption for public offers made in connection with takeovers.
• Introducing a new exemption for offers made through a public offer platform (POP) - this is intended to increase the capital raising options available to companies that are not admitted, or seeking admission, to a stock market. A new regulated activity will be created covering the operation of POPs with FCA rules determining the detailed requirements that will apply to them, including the level of diligence and disclosure that must be complied with. On 15 July 2025 the FCA published PS25/10: Final rules for public offer platforms setting out its final rules in this context.

Unless they are below a £1m threshold, all exempted offers will be subject to an “equality of information” requirement which (as currently) will essentially require material information provided to one investor to be provided to any other investors to whom the offer is addressed.

The Government has previously indicated an intention to develop a new regime which would allow companies listed on certain designated overseas stock markets to offer their securities into the UK on the basis of documentation produced in accordance with their home rules.² This is not addressed in the POATRs, although its the illustrative policy note published in December 2022 HMT noted that it was continuing to consider the details of a potential regime in this context.

Admission to trading

Regulated markets

Prospectuses will continue to be a feature of admission of transferable securities to trading on UK regulated markets.

The POATRs give the FCA power to make rules setting out when a prospectus will be required in this context, including in respect of secondary fundraisings post-IPO, and the exemptions that will apply. See above in relation to the FCA’s July 2025 policy statement and final rules in this context.

Primary MTFs

Under the new regime, prospectuses will also become a feature of admission to primary MTFs in certain cases in the form of “MTF admission prospectuses”.

Under the POATRs the FCA has power to require certain primary MTFs (being those, including AIM, which are not restricted to qualified investors) to include in their rules an obligation for issuers to publish an MTF admission prospectus in specified circumstances. Primary MTFs can also choose to introduce such a requirement into their rules voluntarily. See above in relation to the FCA’s July 2025 policy statement and final rules in this context.

This is not intended to change the current system in which MTFs establish their own admission criteria and rules – primary MTF operators will be responsible for setting the detailed contents requirements for MTF admission prospectuses and the process for their publication and validation. The POATRs also specifically prevent the FCA from requiring MTF admission prospectuses to be reviewed or approved by it.

Prospectus contents

The detailed contents requirements for regulated market prospectuses are as set out in the new FCA rules [ and those for MTF admission prospectuses will be set out in the rules of the relevant MTF. However, in both cases the prospectus must also comply with the overarching “necessary information” test set out in the POATRs. This is largely the same as the test under the current rules, but it has been revised in certain areas (including to clarify that the necessary information may vary depending on whether the prospectus relates to an IPO or a secondary issue).

Forward-looking information in prospectuses

Although forward-looking information is of key importance to investors, it is recognised that liability concerns can currently deter issuers from including it in prospectuses. To address this, and encourage increased disclosure, the POATRs will establish a different liability threshold (based on fraud and recklessness) for certain categories of forward-looking information in prospectuses, including MTF admission prospectuses - this is essentially aligned with the liability standard that currently applies to various other types of information published by issuers post-admission. Aside from this change, the existing negligence-based threshold for false, misleading or omitted information is retained.

FCA rules set out the detail of what categories of forward-looking information in prospectuses will be treated as “protected forward-looking statements” (or PFLS) and therefore within the scope of the revised liability threshold and how PFLS must be presented/identified. See above in relation to the FCA’s July 2025 policy statement and final rules in this context. As mentioned, the FCA is also planning to consult later in 2025 on further guidance in relation to (among other things) its rules around PFLS.

Links to key consultations/responses etc.

2025

FCA PS25/9: New rules for the public offers and admissions to trading regime (July 2025) – sets out the final form of the new FCA prospectus rules.

CP25/2: Consultation on further changes to the public offers and admission to trading regime and the UK Listing Rules (January 2025) – setting out further proposals on the FCA’s new rules under the revised prospectus regime.

Consultation Paper 25/3: Consultation on further proposals for firms operating public offer platforms (January 2025) – setting out further proposals on the FCA’s new rules in this area.

2024

FCA CP23/12: Consultation on the new Public Offers and Admission to Trading Regulations regime (POATRs) (July 2024) – setting out the FCA’s proposals on its new rules under the regime

FCA CP24/13: New regime for public offer platforms (July 2024) – setting out the FCA’s proposals for a new activity of operating a public offer platform which, under the POATRs, will offer an alternative route for companies to raise capital outside public markets

Public Offers and Admissions to Trading Regulations 2024 (2024/105) and Explanatory Memorandum (January 2024)

2023

FCA publishes Engagement feedback on the new public offers and admissions to trading regime

HMT publishes final draft Public Offers and Admissions to Trading Regulations 2023 and an associated explanatory memorandum

FCA publishes engagement papers setting out its initial thinking on how (under the new regime) it might write rules in relation to public offer platforms and primary multilateral trading facilities (July 2023)

HMT publishes near-final Public Offers and Admissions to Trading Regulations 2023 and associated policy note following on from the publication of earlier illustrative drafts in 2022 as part of the Edinburgh Reforms (July 2023)

FCA publishes engagement papers setting out its initial thinking on how (under the new regime) it might write rules in the following areas: admission to trading on a regulated market, further issuances of equity on regulated markets, protected forward-looking statements and non-equity securities (May 2023)

FCA publishes "new regime for public offers and admissions to trading" page in relation to its work/engagement on the new UK prospectus regime, including a calendar of events and publications (May 2023)

2022

HMT publishes (as part of the Edinburgh Reforms and in relation to reform of the UK’s regime for public offers and admission to trading) an illustrative draft of the Financial Services and Markets Act 2000 (Public Offers and Admissions to Trading) Regulations 2023 and associated illustrative policy note (December 2022)

UK Prospectus Regime Review: Review Outcome (March 2022)

2021

UK Prospectus Regime Review: Summary of Responses (December 2021)

UK Prospectus Regime Review: Consultation (July 2021)

UK Listing Review (Hill Review) (March 2021)