The Financial Conduct Authority (FCA) has published its long-awaited re-set of the UK's prospectus rules. 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 follow the establishment of the framework for the new regime through the making of the Public Offers and Admissions to Trading Regulations last year. The final rules are broadly in line with CP24/12, the FCA's consultation in July 2024 on the new regime. They aim to reduce the costs of listing on UK markets, make capital raising easier for UK listed companies and remove barriers to retail participation. They dovetail with the introduction of the new UK Listing Rules in July 2024 (read more on the new UK Listing Rules in our blog here).
In summary, prospectuses will remain a key feature of an IPO in the UK, but for further issuances the threshold for triggering the requirement for a prospectus will increase from 20% to 75% of issued share capital – in line with the Secondary Capital Raising Review's recommendations.
The new rules are expected to be implemented on 19 January 2026.
The new regime opens the door to increased usage of fully or partially pre-emptive structures for smaller raises and more bespoke capital raise structures that meet both a company's need for speed and the policy imperative of broad shareholder participation. When structuring and documenting capital raises going forwards, companies and their advisers will have to consider on a case-by-case basis: the drivers for the capital raise (e.g. any connection to M&A, or distress/balance sheet repair); the equity story/investor narrative and any need to reset or recalibrate the equity story; risk factors; the size of the offering; the involvement of US investors/shareholders; and overall approach to risk appetite for companies and their underwriters.
We have distilled the core messages into a concise two-page summary here (and below), which includes our initial thoughts on the documentation options available and what the capital raise options will look like from early 2026, as companies look to plan ahead.
Other key points to note on the new UK prospectus regime are:
- Information in a prospectus – the overarching requirement for a prospectus to contain all "necessary information" has been retained. The prescribed content requirements are largely unchanged and continue to be set out in detailed rule annexes.
- Voluntary prospectuses – companies will be able to produce a voluntary prospectus approved by the FCA for issuances below the 75% threshold, recognising the needs of different issuers, including those with a more global shareholder base.
- Forward-looking statements – the FCA has created a distinct liability regime for "protected forward-looking statements" (PFLS), which is in line with the regime for ongoing listed company disclosures (i.e. subject to a "recklessness" rather than "negligence" standard). PFLS can be financial or operational information that satisfies certain criteria (including profit forecasts), must be clearly demarcated and must have certain disclaimers.
- Six-day rule – The six-day rule (which requires a prospectus to be made available to the public at least six working days before the end of the offer) will be reduced to three days.
- Guidance – The FCA says it intends to publish additional guidance in relation to climate-related disclosures, the takeover exemption, complex financial histories, working capital statements and PFLS later this year, and that work on updating the rest of its prospectus guidance may continue after the rules are in force.
- New sourcebook – The new rules are set out in the new 'Prospectus Rules: Admission to Trading on a Regulated Market sourcebook' (PRM). It is expected that they will be brought into force on 19 January 2026, replacing the current Prospectus Regulation Rules, and that the repeal of the UK Prospectus Regulation will take effect on the same date.
The FCA has also published its final rules for the new regulated activity of operating a public offer platform (POP), covering public offers of securities made outside of regulated markets or venues, including larger crowdfunding offers (PS 25/10). The rules create the new regime for POP operators, which will apply to all firms who have FCA permission to carry out this new regulated activity, and also come into force on 19 January 2026.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
