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United Kingdom: FCA publishes rules for new prospectus regime

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In brief

The Financial Conduct Authority (FCA) has published a policy statement (PS25/9: New rules for the public offers and admissions to trading regime) under which it sets out the rules for the new regime that will apply in respect of prospectuses. This follows the consultation process the FCA undertook via the previous publication of consultation papers CP 25/2 and CP 24/12. The Public Offers and Admissions to Trading Regulations 2024 (POATRs) will replace the UK Prospectus Regulation (UKPR).

The POATRs are generally in line with the proposals consulted on, with some modifications to reflect feedback from market participants. The new rules will come into effect on 19 January 2026.

This alert summarises the key points to be aware of under the new regime.

Comment

Following the introduction of the substantially revised UK Listing Rules this time last year, the new rules for the prospectus regime are similarly focused on reducing the burden on listed companies, reducing costs, making the UK market more competitive internationally and encouraging wider access to the UK capital markets (in particular by retail investors).

The FCA will consult later in the year on guidance to be published in technical notes in relation to a number of key areas including climate-related disclosures, the takeover exemption, working capital statements and protected forward-looking statements.

It is encouraging that the FCA has been receptive to feedback from market participants and the new regime represents another important step towards improving the international competitiveness of London as a listing venue of choice.

In depth

The policy statement sets out the FCA’s final rules to implement the new Public Offers and Admissions to Trading Regulations 2024, which will replace the UK Prospectus Regulation. The key points to be aware of can be summarised as follows:

  • The threshold at which a prospectus is required for a further issuance of transferable securities will be increased from 20% to 75% of those same securities already admitted to trading. This is as expected and in line with the recommendations of the Secondary Capital Raising Review. Issuers will retain the ability to publish a prospectus on a voluntary basis which the FCA will review and approve.
  • The other existing exemptions from the requirement to publish a prospectus (in Article 1(5) of the UK Prospectus Regulation) will be carried forward into the new rules.
  • The prospectus requirements for lower denomination bonds will be aligned with those for higher denominations by requiring a single set of minimum disclosure content for prospectus documents for non-equity securities – this constitutes a relaxation of the requirements for lower denomination bonds and is intended to encourage (or at least remove disincentives for) issuers to extend bond offerings to retail investors.
  • Other deterrents in the FCA handbook to listing low denomination bonds will be removed for “non-complex listed corporate bonds” (essentially bonds listed by an ESCC listed issuer or a wholly owned subsidiary which bear interest at a fixed or floating rate, are unsecured, are not convertible or asset backed and are not contractually subordinated), though these will now instead be named “plain vanilla listed bonds”.
  • The number of days a prospectus needs to be publicly available for Initial Public Offerings (IPOs) will be reduced from six working days to three working days. This reflects the prevalence of online access and is again intended to remove disincentives for offerings to be extended to retail investors.
  • Minor changes will be made to the prospectus summary to increase the maximum number of pages (from 7 to 10), to introduce cross-referencing and to reduce contents requirements (in particular, the annex of financial information will no longer need to be included).
  • No change will be made to the requirement for a working capital statement to be included, although the FCA will later this year consult on two proposals to amend existing working capital guidance via a Primary Market Bulletin.
  • A definition will be introduced for the types of statements that will be subject to the liability regime for protected forward-looking statements (PFLS), which uses a recklessness/dishonesty liability standard with the burden of proof on the claimant (compared to the general regime using a negligence liability standard with the burden of proof on the defendant). To fall within the PFLS liability regime a statement will, broadly, need to meet the following criteria:
    • The statement contains certain financial or operational information;
    • Whether the statement is untrue, misleading, or omits material information can only be determined by reference to events or sets of circumstances that occur after the statement has been published;
    • The statement includes an estimate as to when the event or set of circumstances to which the statement relates is expected to occur; and
    • The statement contains information that a reasonable investor would be likely to use as part of the basis of their investment decisions.

A PFLS will also need to be accompanied by a content-specific accompanying statement, whilst the prospectus will also need to contain a general accompanying statement.

  • Further issuances of securities of the same class as those already listed will no longer require a further listing application process but instead will be treated as automatically listed when issued, though a market notification will be required (the intention is that it will be possible to align these notifications with the total voting rights notification under Disclosure Guidance and Transparency Rule (DTR) 5 and avoid confusion).
  • A new climate-related disclosure rule will be introduced for certain equity issuers (those who have identified climate-related risk factors, or where climate-related opportunities are material to their prospects), whilst if a transition plan has been published and its contents are material a summary should be provided as well as details of the plan and where it may be located and inspected. Optional disclosures will also be introduced to improve transparency of sustainability-labelled debt instruments. The FCA has sought to align the climate-related disclosures with the Task Force on Climate-related Financial Disclosures (TCFD) reporting regime and the International Sustainability Standards Board (ISSB) standards (upon which the forthcoming UK Sustainability Reporting Standards will be based).
  • The FCA plans to consult via Primary Market Bulletins later in 2025 on additional guidance for a number of key areas, including the takeover exemption, climate-related disclosures, working capital statements and protected forward-looking statements.
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Robert Adam is a partner in the Firm’s Corporate Group in London and is the Corporate Know-how and Training partner. He joined Baker McKenzie as a trainee in 1998 and became a partner in 2008.
Robert was seconded to the Takeover Panel for two years and also spent seven months as a partner on secondment at British American Tobacco. Robert sits on the Law Society Company Law Committee and a number of its sub-committees and working groups, including on takeovers, on corporate transparency and on the UKLA rules and has been listed in The Lawyer's Hot 100.

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Nick is a partner in Baker McKenzie's London office and a member of the M&A and Corporate Finance teams. Before joining Baker McKenzie, Nick was a partner in another international law firm for over 14 years and was the head of Middle East and based in Dubai from 2007 to 2010. Nick spent one year on secondment to a San Francisco law firm between 1999 and 2000.

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James is a Partner in the Corporate Finance Department. James joined Baker McKenzie as a Partner in January 2016 from another multinational law firm, having been predominantly based in the London office, but also having spent time in the New York and Singapore offices. He began his career in the Sydney office of a renowned law firm and has spent time as a consultant to Barclays' M&A Legal team. James is a member of TheCityUK's Capital Markets Group.
James is a public M&A practitioner, with deep blue-book experience, having acted for international bidders seeking control of Code-governed companies, for UK targets and also as cash confirmation counsel to financial advisers across the City. He has acted as international counsel for both bidders and targets involving companies listed in other European jurisdictions.
On the capital raisings side, James has been prolific over the years, acting for both issuers and underwriters on IPOs, rights issues, placings and open offers both in the UK and across EMEA. Issuers value his proactivity and commerciality and banks his depth of knowledge and practical experience of a multitude of forms of underwriting and transaction structures, as well as the UK sponsor regime. Beyond London, he has advised on equities transactions involving issuers listed in Amsterdam, Brussels, Copenhagen, Frankfurt, Johannesburg, Paris, Saudi Arabia, Stockholm, Tallinn and Warsaw.

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Tom is a partner in the Corporate Department in Baker McKenzie's London office. Tom's practice comprises of public company advisory, public and private M&A and equity capital markets transactions. Tom also regularly acts on carve-outs and re-organisations involving public companies. Tom has extensive experience in the FIG sector having previously worked in-house at a bank and having undertaken a secondment to the Investment Banking (Legal) team at an investment bank as an associate. He is also regularly active in a number of other sectors including Energy, Resources & Infrastructure, Food & Beverage and TMT. He acts for both corporates and banks.

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George is a partner in the Corporate Finance practice group in London. George's practice is focused on equity securities offerings of all types, as well as mergers and acquisitions, corporate advisory and general corporate work across a number of industry sectors in both mature and emerging markets. He regularly advises a range of corporate and investment bank clients and his industry sector focus is financial institutions. George is ranked in the UK’s Legal 500 2023 as a “Next Generation Partner” (Mid-Large Cap, Equity Capital Markets) and noted for his experience on transactions in the GCC and “detailed knowledge of the Middle East”. He is recommended in particular as “excellent on Saudi deals” (UK Legal 500 2021). George has experience of working in both London and Hong Kong for a variety of clients across EMEA (particularly in the Middle East) and Asia Pacific. He also has broad capital markets experience across a range of listing venues, including London, Riyadh and Hong Kong.

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Adam Farlow is the Global Chair of our Capital Markets Practice Group. He is a New York and English qualified capital markets partner based in London. He has extensive experience in US securities laws and transaction management. He has been elected as a Life Fellow of the American Bar Foundation and serves on the Council of the American Bar Association Section of International Law.

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Megan Schellinger is a New York and England and Wales qualified partner in Baker McKenzie’s Corporate Finance group in London. Prior to joining the Firm in March 2018, she worked at a multinational law firm based in London. Megan has extensive experience in US securities laws and transaction management.

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