New FCA Prospectus Rules: the last piece of the puzzle

The FCA has published Policy Statement 25/9 which sets out its final Prospectus Rules: Admissions to Trading on a Regulated Market (the PRMs). The rules represent the last step in the journey to creating a reframed prospectus regime. Together with the Public Offers and Admissions to Trading Regulations 2024 (the POAT Regulations), which will replace the UK Prospectus Regulation and establish a new framework for the offering of securities to the public and the admission of securities to trading in the UK, the FCA's rules will create a new regime which seeks to make capital raising more agile. 

Alongside the new PRMs, the FCA has also published Policy Statement 25/10 on the new activity of operating a public offer platform. The new public offer platform regime will come into force on 19 January 2026, alongside the broader POAT Regulations framework. Further clarity as to the transitional arrangements under the PRMs is expected as it is not yet certain when the FCA will begin to review prospectuses under the new rules for the purpose of admissions after 19 January 2026.

The final form PRMs are broadly as trailed by the FCA. Set out below is an overview of the headline items.

• IPO – The status quo at IPO will largely be maintained for regulated markets. An FCA-approved prospectus will continue to be required, though there will be some amendments (see, for example, Summary below).
• Further issuances – A principal change is the increased threshold for triggering a prospectus for further issuances from 20% of existing share capital to 75% (with a separate threshold of 100% applying for closed-ended investment funds). This bold revision, which seeks to allow significant secondary capital raisings to be effected without a prospectus, follows a key recommendation of the UK Secondary Capital Raising Review. The FCA has confirmed that it is not mandating requirements for an alternative, lighter-touch document for issuances below the relevant threshold. It will be interesting to see how market practice develops in terms of documenting substantial capital raises below the 75% threshold. Issuers will still be permitted to produce an FCA-approved voluntary prospectus (simplified or full) for issuances below the revised threshold. This flexibility would, for example, allow issuers to meet the expectations of US investors in the event a sub-75% offer of securities is also extended into the US.
• Working capital – The requirement for a working capital statement is being retained. The FCA is looking to lighten the burden in respect of the working capital statement process and to make working capital disclosure more meaningful, however. Whilst this is not reflected in the rules, the FCA is proceeding to consult on two proposals to amend existing working capital guidance via a Primary Market Bulletin in autumn 2025 – currently anticipated to relate to disclosure of significant judgements made in preparing the working capital statement and the role of the sponsor and related diligence.
• Protected forward-looking statements – The POAT Regulations create the concept of a protected forward-looking statement (PFLS) – a type of forward-looking statement that attracts a higher, recklessness standard of liability – with a view to encouraging the disclosure of certain forward-looking information in a prospectus that is considered to be useful to investors. The existing prospectus liability regime, which will continue to apply to statements that are not PFLS, imposes a negligence liability standard. The FCA's final rules specify the kinds of statements that can be PFLS and are consistent with its 3-part approach proposed during its consultation: a general definition that will apply to all PFLS disclosures, category-specific criteria and exclusions with targeted exceptions.
• Summary – The FCA has adopted a less prescriptive approach to the prospectus summary, namely allowing for cross-referencing, increasing the maximum number of pages from 7 to 10 and no longer requiring the annex of financial information to be included. 
• Climate-related disclosures – In line with the FCA's increased focus on climate-related matters, the FCA is introducing a new climate-related disclosure rule for certain issuers of equity securities and depositary receipts representing equity shares, as per its consultation proposals. The rule will apply where an issuer has identified climate-related risks as risk factors for prospectus disclosure or where climate-related opportunities are material to its prospects and will require the disclosure of information in line with the minimum information requirements set out in the Annexes to the PRMs.
• 6-day rule - Currently, this rule applies to IPOs with a retail element and provides that a prospectus must be available for at least 6 working days before the offer closes. The rationale is to allow retail investors enough time to read the offering document, but it can act as a deterrent to companies when they are considering the structure of an IPO, leading to the exclusion of a retail offering. Under the PRMs, the number of days a prospectus needs to be publicly available has been shortened to 3 working days, allowing for faster retail capital raising and removing impediments for issuers to involve retail investors in the capital raising process.
• Primary MTFs (including AIM) – The FCA has confirmed that an MTF admission prospectus (as distinct from an FCA-approved prospectus for regulated market admission) will be required for initial admissions and the admission of enlarged entities arising from reverse takeovers, subject to certain exemptions including: (i) admissions of new classes of securities; and (ii) admissions resulting from a corporate restructuring where a new parent or holding company is added to the group structure. The FCA has also revised its drafting relating to the exemptions for the simplified routes for admissions to trading on AIM and the Aquis Growth Market. Under the POAT Regulations framework, an MTF admission prospectus will be subject to the same statutory liability and compensation provisions that apply to prospectuses for regulated markets. The PFLS regime will also apply to MTF admission prospectuses. Together with detailed content requirements, the process for reviewing and approving MTF admission prospectuses will be set by the relevant primary MTF operator (the London Stock Exchange in the case of AIM). The FCA will not review MTF admission prospectuses. In terms of further issuances, operators of primary MTFs will have discretion to decide whether an MTF admission prospectus is required and if so, at what threshold.
• Guidance – In addition to working capital statements, the FCA plans to consult later in 2025 on additional guidance for the takeover exemption, climate-related disclosures and PFLS. The FCA also intends to publish a Primary Market Bulletin shortly to consult on a revised Technical Note on complex financial history.

The fundamental overhaul of the UK prospectus regime was a key recommendation of Lord Hill's UK Listing Regime Review. Hand-in-hand with prospectus reform, the Review also recommended significant revisions to the UK listing regime. Fast-forward four years and we now have substantially updated and streamlined UK Listing Rules, which also maintain key investor protections. The new POAT Regulations framework, once implemented in early 2026, will complement the modernised UK Listing Rules and, together, the reforms represent a pivotal step towards revitalising UK capital markets. 

Authors: Simon Bullock, Partner and Marianna Kennedy, Senior Associate.