The reforms represent the biggest change to the UK public offer regime since 2005. FCA Policy Statement 25/9 contains the new rules, which set out the detailed requirements of the new UK prospectus regime – and follows the establishment of the framework for the UK's new Public Offers and Admissions to Trading regime last year. The rules involve significant changes, particularly around when a prospectus is needed on a secondary capital raising, as well as making it easier for companies to make forward-looking statements – and are broadly in line with CP24/12, the FCA's consultation in July 2024 on the new regime. The new rules aim to reduce the costs of listing on UK markets, make capital raising easier on UK listed markets and remove barriers to retail participation. They dovetail with the introduction of the new UK Listing Rules in July 2024.
Our corporate colleagues have considered the impact of the new rules for UK capital markets in this blog post: Prospectus regime – FCA confirms 75% threshold for new UK prospectus regime.
We previously considered the potential impact of the new rules on claims brought by shareholders in the following article: UK prospectus regime reform: potential impact on securities litigation (as above, the changes now introduced are broadly the same as the FCA's proposals last year, which were considered in our article). The article first appeared in the December 2024 edition of JIBFL.
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