The FCAs new Public Offers and Admissions to trading regime

On 15 July 2025, the FCA announced its final set of rules under the new Public Offers and Admissions to Trading Regulations 2024, which will replace the UK Prospectus Regulation. These include the new Prospectus Rules: Admission to Trading on a Regulated Market (PRM) Sourcebook. Mirroring the FCA’s wider efforts to streamline regulation, the new regime primarily aims to reduce listing frictions, cut costs for issuers, widen investor participation and strengthen London’s competitive position in the global capital markets.

The new rules will take effect on 19 January 2026. Prospectuses approved under the previous regulations before that date (and still within their 12-month validity period) may continue to operate to a limited extent, but new public offers or admissions to trading after 19 January 2026 will largely be subject to the new regulations.

The most anticipated change is the increase in the threshold for requiring a prospectus for further issuances of shares from 20% to 75% of existing share capital. This will make secondary fundraisings much easier and decrease the administrative burden on growth companies. 

Key Changes Under the New Regime

The new rules confirm the following key changes.

Prospectus Thresholds for Further Issuances

One of the major changes is the threshold at which a prospectus is required for further issuance of securities already admitted to trading. Under the previous regime, a further issue of shares on the Main Market – whether for a fundraising or for any other reason – required publication of a prospectus if the shares issued over a rolling 12-month period exceeded 20% of issued share capital. The new rules raise the threshold to 75% (and up to 100% for closed-ended investment funds). Issuers may however choose to publish a prospectus below these thresholds.

The FCA believes that investors in already-trading securities generally have sufficient information about those securities, and so a higher threshold for prospectus requirements should reduce companies’ costs and encourage more efficient capital raising.

When approaching these changes issuers will need to balance the increased freedom to conduct secondary fundraisings with existing pre-emption guidance and investor expectations for disclosure of material information on substantial fundraisings. 

Single Disclosure Standard for Debt Securities

The FCA has removed the distinction between ‘retail’ and ‘wholesale’ bond offerings, instead adopting a unified disclosure framework for prospectus documents for non-equity securities, based on the existing requirements for wholesale offerings. This single, proportionate standard reduces complexity and cost, particularly for issuers that were previously subject to stricter retail bond rules. This should encourage more corporate bond issuers to enter the market, improving liquidity and investor choice.

Removal of Listing Application Procedures for Further Issuances

Another change is the removal of the old application process for admissions to listing for further issuances. From 19 January 2026, issuers with an existing listing will no longer need to submit listing applications for subsequent issues of the same class of shares. These changes aim to make it faster for listed companies to raise follow-on capital.

Primary MTF Regime 

The new rules also cover admissions to trading on AIM and other primary multilateral trading facilities (MTFs), requiring an 'MTF admission prospectus' for all initial admissions to trading on a primary MTF (such as AIM or Aquis Growth Market) and for admissions of enlarged entities following reverse takeovers, unless an exemption applies. Two additional exemptions have been included: one for the admission of new classes of securities and one for admissions resulting from a corporate restructuring involving a new parent or holding company. The FCA has confirmed that an MTF admission prospectus will be subject to the same content and responsibility regime as regulated market prospectuses. Operators of primary MTFs have discretion regarding further issuances by existing issuers.

More broadly, the FCA has extended existing advertisements and content standards to these markets for enhanced investor protection.

Reduced Minimum Availability Period for IPO Prospectuses

For IPOs, the mandatory period that a prospectus must be available before closing of an offer is reduced from 6 working days to 3 working days. The FCA agreed that widespread electronic distribution, paired with modern market practices, allows a shorter window without harming investor protection. The reduction is expected to facilitate faster execution and improved participation, as retail investors will still have time to review the prospectus and seek advice whilst companies benefit from speed to market.

Prospectus Content Requirements

• Climate and Sustainability-Focused Disclosures: The FCA has introduced new climate-related disclosure rules for certain equity issuers, aligning with broader global trends. Issuers marketing so-called “green,” “sustainable,” or “sustainability-linked” bonds may need to include statements clarifying the nature of these securities and the underlying standards used. 
• Protected Forward-Looking Statements: A new liability framework encourages issuers to include more robust forward-looking statements in prospectuses without incurring undue legal risk, enhancing the availability of forward-looking information for investors.
• Prospectus Summary: The new rules introduce minor changes to simplify the Prospectus Summary, including increasing the maximum number of pages (from 7 to 10 sides of A4) and reducing the content requirements (a separate annex of financial data is no longer required, and summaries can now incorporate cross-references to relevant sections elsewhere in the prospectus, which will avoid unnecessary duplication). The summary must still be clear, concise, and consistent with the rest of the document.

Further guidance relating to climate-related disclosures, working capital statements, protected forward-looking statements, and the contents of takeover exemption documents will follow from the FCA later this year after further consultation.

Conclusion

We welcome these changes and believe that, together with last year’s listing rule reforms, they should help make London more competitive and reduce regulatory burdens. In particular, the increase in the threshold for requiring a prospectus for further issuances – now set above most other major markets – should make London more attractive for high-growth companies.

The new rules will take effect on 19 January 2026. In the meantime, issuers, sponsors, and advisers considering an IPO or further issuance in the UK should familiarise themselves with the new regime and seek early advice on navigating both the new rules and the transition arrangements. Bird & Bird’s capital markets team is available to support clients through every stage of the process.

With thanks to trainee lawyer Katie Grimstone for her collaboration on this article.