The UK Financial Conduct Authority (FCA) has published final policy statement PS25/10, setting out the final rules for the new public offer platforms (POP) regime. This follows consultations in July 2024 and January of this year. The POP regime is part of the broader Public Offers and Admissions to Trading Regulations 2024 (POATRs), which will replace the UK Prospectus Regulation. It introduces a new regulated activity, enabling firms to raise over GBP5 million from a wide range of investors outside public markets, without needing to publish a full prospectus.
The final rules cover:
- Requirements for firms seeking authorisation to operate a public offer platform.
- Ongoing obligations for authorised firms, including conduct standards and disclosure.
- The FCA's supervisory approach to the new regulated activity.
- Conditions under which firms may facilitate offers without a prospectus.
- Safeguards to protect retail investors participating in off-market offers.
- Transitional arrangements ahead of the regime's commencement in January 2026.
The new POP regime will come into force on 19 January 2026, alongside the broader POATRs framework. The final rules will be implemented through the Public Offers of Relevant Securities (Operating an Electronic System) Instrument 2025. The FCA also plans to work with the HM Treasury (HMT) on an interim permission regime that is expected to allow authorised firms to carry out the POP activity. HMT will also be making further consequential legislative amendments to other legislative instruments to reflect the new regulated activity. The final rules in this policy statement are to be read alongside final rules for admissions to trading on regulated markets (which we have covered separately).
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