The Financial Conduct Authority publishes final rules for new public offers and admissions to trading regime

While broadly aligned with the FCA’s consultation proposals, the final rules include important clarifications and refinements that will shape how issuers, investors, and advisers approach capital raising in the UK. Transitional arrangements are still being finalised, and the FCA has not yet confirmed when it will begin reviewing prospectuses under the new admissions regime.

The new PRMs form part of the UK’s wider capital markets reform agenda. Below is a summary of the key implications for market participants.

PS 25/9

IPOs

The FCA has confirmed that an FCA-approved prospectus will continue to be required at the point of an IPO, ensuring consistency with investor expectations and maintaining confidence in the UK’s capital markets. However, the new regime introduces a more flexible approach to prospectus content. Summaries no longer need to include a tabulated annex of key financial information; the maximum page count has increased from seven to ten pages, and cross-referencing to other sections of the document is now permitted. These changes should reduce drafting time and costs while helping issuers focus on material information for investors.

Further issuances

A key change relates to secondary capital raises. Under the existing regime, a prospectus is generally required for secondary offerings exceeding 20% of a company’s share capital. From January 2026, this threshold will increase substantially to 75% for most issuers, with a higher threshold of 100% for closed-ended investment funds. This change follows the UK Secondary Capital Raising Review’s recommendation and supports the government’s aim to reduce friction in capital formation, enabling more cost-effective market access for follow-on capital.

Notably, the FCA has not introduced any mandatory alternative disclosure document for issuances below these thresholds. Issuers retain the discretion to provide supplementary information or voluntarily prepare FCA-approved simplified prospectuses, particularly when targeting US investors or broader institutional bookbuilds. How market practice develops in documenting substantial capital raises below the new thresholds remains to be seen.

Working capital

One area of focus is the requirement for working capital statements in prospectuses. Although this obligation is being retained, the FCA has acknowledged the burden placed on issuers and plans to consult separately later in 2025 on how these disclosures could be made more proportionate and meaningful. This forthcoming consultation is expected to explore issues such as the disclosure of significant judgements made in preparing the statement, the level of sponsor diligence required, and whether a revised format could provide investors with clearer insight without unnecessary complexity.

The “six-day rule” reduced

Another significant change relates to the “six-day rule”, which currently requires a prospectus for a retail offer to be published at least six working days before the offer closes. This rule has often discouraged issuers from including a retail component in capital raisings due to the added delay. Under the new regime, this period has been reduced to three working days, enabling faster execution and potentially improving access for retail investors.

Protected Forward-Looking Statements

A key innovation is the introduction of Protected Forward-Looking Statements ("PFLS") – a category that includes financial forecasts, strategic targets, guidance and other projections. When clearly identified as PFLS and meeting the FCA’s criteria, these statements will benefit from a reduced liability standard of recklessness, rather than the current negligence standard. The aim is to encourage issuers to share meaningful forward-looking information without fearing disproportionate legal risk. The FCA’s guidance specifies conditions for PFLS status, such as clear labelling, prominence, and reasonable assumptions.

Issuers and advisers must carefully consider whether their forward-looking content qualifies for PFLS treatment. They also need to decide if such disclosures are best included in the prospectus or in separate investor materials. This flexibility is particularly useful for growth-stage companies and capital-intensive sectors relying on long-term projections.

Climate-related disclosures

The FCA has also continued its push to embed climate-related reporting into capital markets regulation. Under the new PRMs, issuers must include climate-related disclosures where these are material to their business, either as risk factors or part of the broader businress description. While no specific framework is mandated, the FCA encourages consistency with international standards such as the Task Force on Climate-related Financial Disclosures and the emerging International Sustainability Standards Board baseline. Issuers should make clear, defensible judgements on materiality, considering investor expectations and regulatory developments globally.

Implications for primary Multilateral Trading Facilities ("MTFs")

The POAT Regulations clarify the application of the new regime to MTFs, such as the Alternative Investment Market (“AIM”) and the Aquis Growth Market. While prospectus rules continue to apply for admissions to regulated markets, issuers seeking an initial admission or the admission of enlarged entities on primary MTFs may need to publish an MTF admission prospectus. This requirement is subject to exemptions, including: (i) admissions of new classes of securities; and (ii) admissions resulting from corporate restructurings where a new parent or holding company is inserted into the group structure.

Unlike on regulated markets, MTF admission prospectuses are reviewed and approved by the relevant MTF operator (e.g., the London Stock Exchange for AIM), not the FCA, but carry the same statutory liability. The PFLS regime applies, allowing more forward-looking disclosures under a reduced liability standard. For secondary issuances, MTF operators have discretion over prospectus requirements and thresholds. This approach preserves the flexibility and proportionality that MTFs are known for, while enabling tailored enhancements to disclosure standards where appropriate.

Additional Notable Changes

The FCA will also remove the requirement to publish listing particulars as an admission document, simplifying the admissions process. In addition, the listing application process will be streamlined into a single unified process, replacing the current separate steps under the UK Listing Rules for further issuances. Certain longstanding exemptions to the prospectus requirement, including those for qualified investors and small offers, will also continue under the new POAT framework.

PS 25/10

Public Offer Platforms ("POPs")

The FCA has introduced a new regime for POPs under PS 25/10. This allows unlisted companies to raise over £5 million from the public without issuing a full prospectus, provided the offer is made through an FCA-authorised platform. This replaces the previous EU exemption for offers below €8 million and removes the prospectus requirement for such offers made via POPs. Operating a POP is now a regulated activity, requiring FCA authorisation and compliance with specific conduct and disclosure rules to protect investors. The FCA, in coordination with the HM Treasury, is also establishing an interim permission regime to allow platforms to operate while seeking full authorisation. The new regime aims to make capital raising more accessible and efficient for smaller and growth-stage companies, while maintaining strong investor safeguards.

If you have any questions about the FCA’s final rules or would like to discuss their potential impact, please contact our team at: SHCapitalMarkets@stephensonharwood.com.

Authors

Tom Nicholls, Partner

Uzoma Udoyeh, Trainee Solicitor