Further FCA proposals for the new Public Offers and Admissions to Trading Regulations regime
03 February 2025

03 February 2025
The FCA has published two further Consultation Papers relating to the new Public Offers and Admissions to Trading Regulations (POATRs) regime which, in due course, will replace the UK Prospectus Regulation.
The FCA has published CP 25/2 - Consultation on further changes to the public offers and admissions to trading regime and the UK Listing Rules in which it sets out further proposals to support the new POATRs regime for companies admitting securities to regulated markets. This Consultation Paper builds on the FCA's proposals for the POATRs related to admissions to regulated markets and primary MTFs set out in CP 24/12 - Consultation on the new Public Offers and Admissions to Trading Regulations regime, published in July 2024. See our previous update here.
The proposals in CP 25/2 include:
Together, the proposed changes seek to further promote efficient and effective capital raising by companies across debt and equity capital markets in the UK and to enable investors to have access to a wider range of investments.
Alongside CP 25/2, the FCA has also published CP 25/3 - Consultation on further proposals for firms operating public offer platforms in which it consults on further consequential changes and transitional arrangements for the new regulated activity of operating a public offer platform. This follows the publication of FCA CP 24/13 - Consultation on the new public offer platform regime in July 2024 in which the FCA set out its proposals on rules to support this new regulated activity.
The FCA has requested comments on both Consultation Papers by 14 March.
As previously signalled, the FCA is aiming to publish final rules for the POATRs framework as a whole, including rules for firms operating a public offer platform, this summer. After the publication of its final rules, and subject to agreement with the Treasury, the FCA anticipates bringing the new regime into force by early 2026.
The information provided is not intended to be a comprehensive review of all developments in the law and practice, or to cover all aspects of those referred to.
Readers should take legal advice before applying it to specific issues or transactions.