The Financial Conduct Authority (FCA) has finalised its rules for the new Public Offers and Admissions to Trading regime, which will replace the existing UK Prospectus Regulation from 19 January 2026. The publication of the final Prospectus Rules: Admission to Trading on a Regulated Market sourcebook (PRM) represents a further step made by the FCA to increase the efficiency of UK fundraising processes and increase the attractiveness of the UK as a listing venue.
What’s new?
75% follow-on threshold:
- Increased from 20%, being the threshold where a prospectus is required if a company proposes to issue 20% or more (increasing to 75%) of its existing issued share capital on a secondary share issue.
- Aims to decrease the costs of secondary fundraising for listed companies and compete with EU capital markets.
- Voluntary prospectuses are still available for transactions seeking investment in overseas jurisdictions (e.g., United States), which may require prospectus-like disclosure.
Protected forward-looking statements (PFLS):
- Certain forward-looking statements included in prospectuses can benefit from a rebalanced liability regime.
- Aims to give issuers greater confidence to disclose projections, targets or ambitions, especially in IPO prospectuses.
- Guidance is expected on PFLS from the FCA later in 2025.
3-day rule:
- IPO prospectuses must be available for three working days prior to the closing of an offer, down from six under the old rules.
- Aims to boost retail participation in IPOs and decrease exposure to volatility for issuers.
ESG disclosures:
- New climate-related disclosures are required for certain issuers.
- Designed to align with existing recommendations of the Task Force on Climate-related Financial Disclosures and the International Sustainability Standards Board Standards.
Admission to listing and prospectus summaries:
- Prospectus summaries can now run to 10 pages (up from seven), with cross-referencing to other parts of the prospectus allowed, making life easier for issuers and more digestible for retail readers.
- No limit on the number of risk factors included in the summary section of a prospectus.
- A single application for admission will replace the two applications currently required for admission to listing and admission to trading.
Why does it matter?
The PRM and FCA rule review offers companies preparing for an IPO in London a more usable, competitive prospectus regime, while preserving investor trust and familiar documentation, whilst saving issuers costs in the future.
What’s next?
The new rules take effect from 19 January 2026.
FCA guidance on PFLS, working capital, takeover exemptions and complex financial histories will follow later in 2025. Stay tuned for updates.
Further Reading
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