The FCA has finalised its new Prospectus Rules: Admission to Trading on a Regulated Market sourcebook (PRMs). The PRMs apply alongside the Public Offers and Admissions to Trading Regulations 2024 (POATRs), replacing the UK version of the Prospectus Regulation. Separately, the FCA has set out its rules for the new public offer platform (POP) regime, which is also part of its wider reforms creating a new Public Offers and Admissions to Trading regime. These reforms complete a significant overhaul of the legal framework for offering securities to the public and admissions to trading in the UK.
The new framework will come into force on 19 January 2026, alongside the broader POATRs framework. Together, these reforms aim to rebalance regulatory requirements, reduce friction in capital raising, enhance market competitiveness and widen participation in capital markets while maintaining investor protection and market integrity.
A) Key changes in the new prospectus regime – Policy Statement PS25/9
The new PRMs rules include the following changes to current prospectus requirements:
• Increased thresholds for further issuances: increasing the threshold at which a prospectus is required for a further issuance of transferable securities from 20% to 75% of those same securities already admitted to trading and up to 100% for equity securities issued by closed ended investment funds.
This represents a significant shift for London listed companies in terms of enhancing their capital raising opportunities. Companies will be able to carry out larger equity issues without a prospectus, including placings and/or swiftly executed rights issues. They will have more flexibility to carry out larger fundraisings and/or offer shares as consideration on M&A transactions. Companies will still need to consider what information will be required by potential investors, in particular if the investors are based in the US or in other overseas jurisdictions. The FCA recognises this is a significant uplift from the current limit and it will therefore monitor future capital raisings once the new rules have taken effect to assess how larger further issuances are being conducted and if there are any indications of any unintended consequences or market failure. Listed companies will also have the ability to publish a voluntary prospectus approved by the FCA.
• Multilateral trading facilities (MTFs): a lighter touch approach as to when a MTF admission prospectus will be required to be produced in connection with admission to primary MTFs such as AIM and Aquis.
This will be limited to initial admissions and to re-admissions following certain significant acquisitions (reverse takeovers), although MTF operators may decide that a MTF admission prospectus is to be published in additional circumstances. Primary MTFs will need to consult on and finalise their own respective rules, including with respect to the detailed contents requirements for a MTF admission prospectus.
• Protected Forward-Looking Statements (PFLs): introducing a definition for the types of statements that will be subject to the liability regime for protected forward-looking statements (PFLs).
Forward-looking statements can be useful for investors. The existing prospectus liability regime, however, may deter issuers from including forward-looking statements in their prospectuses. The intention of the new rules is to encourage higher quality disclosure in prospectuses and to reduce any claims by investors against companies when forecasts or other statements about future expectations are not in line with actual outcomes. Liability for the PFLs is set at the fraud/recklessness-based standard, rather than the negligence standard which applies to the rest of the contents of a prospectus in the UK.
• Climate-related disclosures: including a new climate-related disclosure rule for certain equity issuers and optional disclosures to improve transparency of sustainability-labelled debt instruments.
Companies will be required to comply with the disclosure requirements set out in the relevant PRM annex and with the general threshold set by the “necessary information” test.
• Prospectus summaries: minor changes to the prospectus summary to increase the maximum number of pages and reduce contents requirements.Under the new PRM rules, a prospectus summary will be able to include cross-referencing and will no longer require an annex of financial information to be included, and can be up to a maximum of 10 pages in length.
• Timing of prospectus publication: reducing the number of days a prospectus needs to be publicly available for initial admissions of shares (i.e. what are commonly referred to as initial public offers – IPOs) from 6 working days to 3 working days.
This change is anticipated to give listed companies more flexibility in timing their capital raising and accelerate the capital raising process, as well as involving retail investors in capital raisings.
B) Public offer platforms (POP) – Policy Statement PS25/10
The new regulated activity of operating an electronic system for public offers of relevant securities (operating a POP) will enable companies to offer securities without having to produce a prospectus where those securities will not be admitted to a public market (i.e. off market public offers).
The public offer platform regime introduces a regulated framework for off-market public offers, especially beneficial to small and medium-sized enterprises.
Conclusion and next steps
PS25/9
In finalising the PRM sourcebook, the FCA seeks to ensure that: (i) issuers can raise capital in an effective and efficient way; (ii) investors have sufficient, reliable information on companies’ securities to make informed investment decisions; (iii) admission to trading, prospectus and listing regimes are proportionate and minimise unnecessary costs for issuers; (iv) there are fewer barriers to participation for retail investors, and (v) consumer harm, including from fraud and misleading information, is reduced.
The FCA plans to consult on additional guidance for the takeover exemption, climate-related disclosures, working capital statements and protected forward-looking statements. The FCA is also undertaking further implementation work to amend FCA systems and processes to ensure a smooth cutover in January 2026. Further work to update, amend or delete other prospectus-related material in the FCA’s Knowledge Base will also continue.
PS25/10
The final rules in Policy Statement PS25/10 aim to provide greater flexibility for smaller and scaling companies to raise capital from a broader investor base, subject to proportionate regulation. Firms operating a POP will play an important ‘gatekeeping’ role for relevant issuers and offers of securities to prevent fraud or misleading offers.
Further implementation work is ongoing to amend FCA systems and processes to ensure the smooth implementation of the new regime.
If you are a company looking to raise capital or an investor seeking to participate in the UK’s growth opportunities, please get in touch with our Capital Markets team who are happy to assist.
