Law Firm Optimistic About Modifications to Listing Regulations
The UK Financial Conduct Authority (FCA) has recently published policy statements PS25/9 and PS25/10, which outline significant changes to the rules for public offers and admissions to trading in the UK. These changes aim to reduce regulatory burdens on companies, increase competitiveness, and enhance access to capital markets.
## Key Changes in the Public Offers and Admissions to Trading Regime
The threshold for requiring a prospectus for further capital raising by publicly traded companies has been increased to 75% of existing fungible securities (up from 20%). For equity securities issued by closed-ended investment funds, the threshold is 100%. This change is expected to reduce the number of occasions a company will be required to publish an FCA-approved prospectus outside of an Initial Public Offering (IPO).
In the case of IPOs involving retail offers, the prospectus must now be made available to the public at least three working days before the offer ends, reduced from six working days.
These changes are intended to make the UK more competitive internationally and encourage wider access to capital markets, especially for retail investors.
## Introduction of Public Offer Platforms
PS25/10 introduces "public offer platforms," a new form of capital-raising venue. These platforms are likely to be relevant for crowdfunding and similar activities. The FCA is enhancing its regulatory oversight to accommodate these new platforms, allowing for a more flexible trading environment.
## Implementation and Next Steps
The new rules will come into effect on 19 January 2026, coinciding with the implementation of the Public Offers and Admissions to Trading Regulations 2024 (POATRs), which will replace the UK Prospectus Regulation.
The FCA plans to consult on further guidance in areas such as climate-related disclosures and protected forward-looking statements later in the year.
The changes include amendments to the UK Listing Rules (UKLRs), the Prospectus Rules: Admissions to Trading on a Regulated Market (PRM) sourcebook, and the Market Conduct (MAR) sourcebook for firms operating primary multilateral trading facilities (MTFs).
Tom Coulter, a partner at Travers Smith, has expressed positive responses to the FCA's decision to change prospectus requirements. He believes that the new rules will offer issuers additional liability protections while maintaining the quality of disclosure for investors.
These changes are part of the FCA's ambition to support London's goal of being the "Go To" European Capital Market. The FCA's new rules are expected to accelerate the speed at which listed companies can access the capital markets and enhance a company's ability to execute larger secondary fundraises more efficiently and at a reduced cost.
[1] FCA, Policy Statement PS25/9: Public offers and admissions to trading regime, 2022. [2] FCA, Policy Statement PS25/10: Public offer platforms, 2022. [3] FCA, Feedback Statement FS22/2: Public offers and admissions to trading regime, 2022.
- The changes in the UK's public offers and admissions to trading regime, as outlined in the FCA's Policy Statements PS25/9 and PS25/10, are intended to encourage growth in the finance, banking, and insurance industries, as well as in the overall business sector, by reducing regulatory burdens, increasing competitiveness, and enhancing access to capital markets.
- The introduction of public offer platforms, a new form of capital-raising venue, as part of the changes, is expected to boost the crowdfunding industry and other similar activities, which could potentially bring significant opportunities for both businesses and retail investors in the UK.
