FCA: PS25/9 – New rules for the public offers and admissions to trading regime

On 15 July 2025 the Financial Conduct Authority (FCA) published its final rules in relation to reform of the UK prospectus regime (see PS 25/9: New rules for the public offers and admissions to trading regime), largely adopting the approach proposed in its consultation last summer. 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 (UKLR) in 2024.

The FCA’s rules underpin the POATRs (Public Offers and Admissions to Trading Regulations 2024) which set out the overarching statutory framework. The new regime will come into force on 19 January 2026 subject to transitional provisions. The FCA also plans to consult later in 2025 on guidance covering a number of areas, including climate-related disclosures, protected forward-looking statements (PFLS) and working capital statements.

For more information on the equity capital markets aspects of the response, see our separate briefing FCA publishes final UK prospectus rules: Key takeaways for equity issuers.

On the same date, the FCA also published its final rules for the new activity of operating a public offer platform which, under the POATRs, represents an alternative route for companies to raise capital outside the public markets - see PS25/10: Final rules for public offer platforms.

(FCA, PS25/9 - New rules for the public offers and admissions to trading regime, 15.07.2025)

(FCA, PS25/10 – Final rules for public offer platforms, 15.07.2025)

Digitisation Taskforce: Final report

On 15 July 2025 the Digitisation Taskforce published its final report (Report) setting out its recommendations for driving forward full digitisation of the UK shareholding framework and improving the intermediated system of share ownership. The government has also indicated its support for the recommendations including the proposed three stage approach discussed below.

It should be noted that the focus of the Report is on companies whose securities are traded publicly – it does not cover private unlisted companies (even though this was within the terms of reference) as feedback suggested there was no appetite for this and there were concerns it could be detrimental to small companies by imposing unnecessary costs.

Step one: Removal of paper shares and establishment of digitised registers

As a first step the Report recommends the replacement of physical share registers and certificates by digitised registers and that a single implementation date (before the end of 2027) should be set for this move. A small and focused technical group should be established as soon as possible to finalise the details of this process.

Other recommendations in relation to step one include:

• Amending the Uncertificated Securities Regulations as soon as possible to permit shares of UK companies held on an overseas branch register to be dematerialised.
• In order to facilitate improved digital communications with, and payments to, shareholders changing the Companies Act 2006 (CA 2006) to expand the information required to be provided for inclusion on the company register to include email addresses and bank account details (such information to be accessible only by the company and not on the public register).

In its response to the Report the government has indicated that it intends to publish terms of reference for, and appoint an industry Chair to establish and lead, the recommended technical group. It also intends to legislate to introduce digitised registers by the end of 2027 at the latest (with the precise date to be determined by the technical group) and aims to amend legislation to allow shares in UK companies to be held on overseas branch registers in uncertificated form by no later than Q2 2027.

Step two: Preparing for a fully intermediated system

In this context, recommendations include:

• Legislative changes to adopt a digital first approach to communications with shareholders (although holders should have the option to “opt in” to receive hard copy documents) and to make electronic payments to shareholders the default position.

• Implementing a common communication language for the intermediated securities chain.

• Requiring intermediaries to offer a baseline service to shareholders in the intermediated securities chain and for this to operate on an “opt out” basis (i.e. it would be mandatory unless the ultimate beneficial owner (UBO) opts out). The Report recommends that the government and FCA review how these requirements could be introduced through legislation and/or FCA rules.

• Other measures should be taken forward to enhance the rights of UBOs including (among other things): facilitating confirmation to UBOs that their votes have been received/counted by the company; removing the “headcount” test from the CA 2006 provisions relating to schemes of arrangement; and clarifying statutory provisions that allow investors to claim compensation in connection with published information.

The Report also recommends that the government considers whether it might be possible (for the sole purpose of the stage 2 dematerialisation exercise) to grant a waiver from standard KYC and AML checks to accepting nominees to facilitate what is a public policy objective.

Other recommendations for step two include facilitating UK digitisation for Jersey, Guernsey and Isle of Man companies traded in London and taking steps to facilitate the digitisation of UK plcs with other international listings.

The government has indicated that it intends to take forward those recommendations which need to be delivered through legislation as part of step two and aims to deliver these over the course of this Parliament.

Step three: All shares transition into the intermediated securities chain

Following step two, the Report recommends that the technical group should consider:

• Requiring that digitised share registers become a “one way street” where shares can only leave the registers and with no new shares being issued onto them.
• Whether a “sunset” date should be set for digitised registers to end and the full move to the intermediated system to take place.

The Report also recommends that, as part of the digitisation clean-up, companies should be given powers to rematerialize interests held within company sponsored nominees where the UBO is untraceable and to cancel any evergreen elections of certificated holders for scrip dividends.

More generally, issuers, registrars and intermediaries should ensure that all stakeholders are made aware of the digitisation process and how it affects them, including making shareholders aware of any measures that may be taken to transition shares into the intermediated securities chain, how their shares will be affected, and how they can exercise their rights through the intermediated system.

(Digitisation Taskforce, Final Report - July 2025, 15.07.2025)

HM Treasury: The UK’s Modern Industrial Strategy - Financial services growth and competitiveness strategy

On 15 July 2025, HM Treasury published its strategy to boost the competitiveness of the UK’s financial services industry. This industry was identified as one of the eight priority growth sectors (the IS-8) in the UK’s Modern Industrial Strategy published in June 2025 (see further here).

The strategy set out states that by 2035, the UK will once again be the global location of choice for financial services firms to invest, innovate, grow, and sell their services throughout the UK and to the world. This ambition will anchor the government’s approach to financial services policy over the next decade, beginning with the proposals set out in this Strategy across five areas of focus:

1. Delivering a competitive regulatory environment.
2. Harnessing the UK’s global leadership in financial services.
3. Embracing innovation and leveraging the UK’s Fintech leadership.
4. Building a retail investment culture and delivering prosperity through UK capital markets.
5. Setting the UK’s financial services sector up with the skills and talent it needs

This is the outcome of HM Treasury’s Call for Evidence on the Financial Services Growth and Competitiveness Strategy, which forms a foundational component to the Government’s broader Invest 2035 Strategy originally launched in late 2024.

Further information is in our Global Regulation Tomorrow post here.

(HM Treasury, The UK’s Modern Industrial Strategy – Financial services growth and competitiveness strategy, 15.07.2025)

FCA: Primary Market Bulletin 56

On 17 July 2025, the Financial Conduct Authority (FCA) published Primary Market Bulletin 56 (PMB56) covering, among other things:

• A reminder to directors, other PDMRs, major shareholders and holders of net short positions of the importance of meeting their reporting obligations under the relevant rules together with a discussion of how the FCA continues to strengthen its detection capabilities in this area and of certain related enforcement and investigation activities.
• The upcoming expiry of certain transitional provisions that were put in place when the UK Listing Rules (UKLR) were reformed in summer 2024.
• A reminder of the UKLR requirements for issuers to provide up-to-date contact details to the FCA.
• Launch of a survey to assess users’ current experience of the National Storage Mechanism and to help the FCA identify potential improvements.

(FCA, Primary Market Bulletin 56, 17.07.2025)

Insolvency Service: Investigations and enforcement strategy 2026 to 2031

On 16 July 2025, the Insolvency Service published a new 5-year strategy for the investigation and enforcement functions of the Insolvency Service. This reflects the expansion of its enforcement responsibilities due to the Economic Crime and Corporate Transparency Act 2023 (ECCTA). The strategy will be launched at the start of 2026.

The Insolvency Service’s enforcement and investigation work will be shaped around three core objectives:

• Enforcement of the UK’s insolvency framework.
• Enforcement of the Companies Acts and associated legislation.
• Tackling economic crime facilitated through companies.

As part of this, the Insolvency Service will work closely with Companies House to support their work to ensure the integrity of the Companies House registers while maintaining focus on directors who breach their responsibilities. It will use its powers to help tackle poor employment practices by companies and will continue to educate directors on their duties and responsibilities, and the consequences of misconduct while acting as a company director. It will also take steps to wind up live companies where there is evidence that they are being used to facilitate corporate abuse.

(Insolvency Service, Investigations and enforcement strategy 2026 to 2031, 16.07.2025)