On 15 July 2025, the Financial Conduct Authority (FCA) published Policy Statement PS25/9, formalising the new rules for public offers and admissions to trading under the Public Offers and Admissions to Trading Regulations 2024 (POATRs). This new regulatory framework is central to the government's strategic reforms to revive UK capital markets and its wider goal of boosting economic growth. The reform is designed to replace the current UK Prospectus Regulations and will become effective from 19 January 2026, following a transitional adaptation period.
Legislative and Regulatory Context
The POATRs 2024 derive from recommendations made in the UK Listings Review (2020) and the Treasury's Prospectus Regime Review (2021), aiming to modernise and streamline capital raising in the UK. The rules are supported by two FCA policy statements:
- PS25/9 — introducing the "Prospectus Rules: Admission to Trading on a Regulated Market (PRM)" and amending the Market Conduct (MAR) sourcebook for primary Multilateral Trading Facilities (MTFs). These rules aim to simplify capital raising and lower admission costs for companies in the UK, while encouraging wider participation in capital markets for smaller investors and improving the relative competitiveness of UK regulation.
- PS25/10 — laying out the final rules governing public offer platforms (electronic FCA-regulated platforms for offers). These rules aim to provide flexibility for smaller and scaling companies to raise capital, support larger off-market raisings while upholding protections, enable crowdfunding issuers to grow through larger public offers, and allow smaller investors to maintain exposure in line with their risk appetite.
Key Changes Affecting Equity Capital Markets
- Raised Secondary Issuance Threshold. The threshold at which a listed company must publish a prospectus for further share issuances following an IPO has increased to 75% of existing share capital, up from 20%. The FCA predicts this will unlock an estimated £40 million in annual regulatory savings for UK-listed companies for further capital growth and investment.
- Reduced IPO Prospectus Availability Period. The public availability requirement for IPO prospectuses will decrease from six days to three days, allowing for faster issuance timelines and potentially making London more competitive for listing activity.
- Simplified Regime for Public Offer Platforms. The new rules introduce the concept of public offer platforms, which permit offers of securities (e.g. equity or bonds over £5 million) through FCA authorised electronic platforms without the need for a full prospectus.
- MTF Admission Prospectus. For initial admissions to primary MTFs (such as AIM), issuers will now prepare an MTF admission prospectus rather than an FCA approved prospectus. However, subsequent issuances by such issuers will not require a further MTF prospectus.
- Other Notable Reforms.
- The introduction of protected forward-looking statements in prospectuses, enhancing the ability of issuers to include forward-looking disclosures under defined protections.
- The retention of existing exemptions (e.g. offers to qualified investors, fewer than 150 persons, employees/directors), plus new ones — notably for unquoted securities offered to existing shareholders or via public offer platforms.
- Simplification of corporate bond prospectuses and alignment of standards for bond issues under £100,000.
- The FCA's ongoing review of client categorisation rules and extensive legal-text reduction (up to 70%) in support of broader capital-market growth.
Strategic Impact and Practical Implications for Issuers
These reforms are intended to lower barriers to equity capital raising, particularly for follow-on issuances and growth-stage offerings. The increased threshold for a required prospectus and the emergence of public offer platforms are particularly notable for making capital access more efficient and less costly.
It is reasonable to expect that issuers and legal advisors will need to revise prospectus templates, internal processes and advisory workflows to align with the new PRM Sourcebook and associated guidance. This will include assessing whether a public offer platform may be a suitable avenue for fundraising efforts, especially for smaller or growth-minded companies.
Call to Action for Issuers and Advisors
- Review and update internal prospectus governance frameworks in readiness for 19 January 2026.
- Evaluate eligibility for secondary offerings under the new 75% threshold.
- Consider the appropriateness of public offer platforms, especially for equity or bond raises exceeding £5 million.
- Prepare to incorporate protected forward-looking statements into prospectus documentation where relevant.
Final Thoughts
The FCA's finalisation of the POATRs framework, particularly through PS25/9 and PS25/10, represents a major reform of the UK equity capital markets' regulatory landscape. Issuers, advisors and market participants should treat these developments as a key opportunity to modernise their capital-raising strategies and regulatory practices ahead of the January 2026 implementation deadline.
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.
