Financial Conduct Authority publishes further guidance on the implementation of its significantly reformed public offers regime

Following our previous analyses of the POAT Regulations and the FCA’s subsequent consultation proposals (here), as well as the new rules for new public offers and admissions to trading regime (here), the FCA has published Primary Market Bulletin 58 (“PMA 58”) on 17 October 2025, outlining key information and dates for submitting documents during this transitional period in the lead up to the implementation of the POAT Regulations regime.

PMA 58 confirms that the POAT Regulations will enter into force on 19 January 2026, alongside the new Prospectus Rules: Admission to Trading on a Regulated Market (“PRM”) sourcebook, consequential amendments to the UK Listing Rules (“UKLRs”) and FCA Handbook. On the same date, the current Prospectus Regulation and related legislation will be revoked.

Submission of prospectuses between 1 December 2025 and 19 January 2026

From 1 December 2025, issuers may submit a draft prospectus, registration document, universal registration document and/or a securities note and summary prepared under the new PRM framework via the Electronic Submission System (“ESS”) for pre-implementation review, with final approval possible only on or after 19 January 2026. For any documents prepared under the existing Prospectus Regulation regime, the last day of approval will be Friday 16 January 2026. 

The FCA aims to publish new forms and checklists, which are to be submitted alongside the draft documents prepared under the new PRM framework, on or around 24 November 2025. For any reviews under the new framework made between 1 December 2025 and 16 January 2026, issuers will be required to submit an additional short form, indicating that that they are submitting draft documentation in readiness for the implementation of the POAT Regulations and confirming the applicable new PRM prospectus cross-reference checklists. 

In addition, where a prospectus is approved before 19 January 2026 and remains valid after 18 January 2026, the current existing requirements for supplementary prospectus will continue to apply. For supplementary prospectuses submitted between 19 January 2026 and 18 January 2027, issuers must confirm whether approval is sought under the pre-19 January 2026 regime and that the pre-19 January 2026 prospectus remains valid.

Timing of prospectus reviews

The FCA has stated that it is unlikely to expedite their standard turnaround times, with turnaround times being suspended for the Christmas period between 22 December 2025 and 2 January 2026 (inclusive). Advisers should therefore contact the FCA if an issuer is seeking approval of a prospectus before 19 January 2026.

Changes to listing application processes

From 19 January 2026, the UKLRs will no longer require separate listing applications for further issues of shares of the same class as those already listed. The last date for listing hearings of further share issues under the existing UKLRs will be 15 January 2026 (with admission becoming effective on 16 January 2025); for Final Terms and public sector issuers, submissions for further issues where the class of securities is already listed on the Official List must be received by 2pm on 15 January 2026 (for 16 January 2026 admission).

Moreover, Listing Particulars and Supplementary Listing Particulars (including any final terms) will become obsolete for UKLR purposes from 19 January 2026. In parallel, changes to the Professional Securities Market (“PSM”) mean that, apart from securities that are fully fungible with existing securities already admitted, new securities seeking Official list admission will need to be admitted to trading on a regulated market. As a result, the FCA encourages issuers seeking to admit new securities to the PSM before 19 January 2026 to engage with them.

Changes to sponsor declaration

Sponsor declaration forms will be amended to align with the new PRM provisions. The FCA has advised that these amendments will be limited to formatting/cross-reference updates, with the substance of the declaration remaining the same.  The revised sponsor declaration forms are due to be published before December 2025.

Multilateral Trading Facilities (“MTF”) admission prospectuses

As discussed in our previous analysis (here), issuers seeking an initial admission/the admission of enlarged entities on primary MTFs may need to publish an MTF admission prospectus due to the POAT Regulations. The FCA notes that the detailed content requirements and the process for reviewing and approving these documents will be separately confirmed by the relevant MTF operator.

Additional matters

In anticipation of the implementation of the POTR Regulations, the FCA is consulting in stages on: (a) four new guidance notes; (b) proposed changes to 42 existing guidance notes; and (c) the deletion of seven guidance notes from its KnowledgeBase. 

The FCA has also published two Technical notes relating to the sponsor regime and prospectus requirements for issuers with a complex financial history following its consultation in Primary Market Bulletin 57.

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