The FCA publishes final rules for the new Public Offers and Admissions to Trading Regime

The new rules are set out in the FCA’s Policy Statement PS25/9.

The FCA has also published a Policy Statement and final rules for public offer platforms.

The rules are expected to come into effect on 19 January 2026.

These rules include the ‘Prospectus Rules: Admission to Trading on a Regulated Market sourcebook’ and amendments to the Market Conduct sourcebook for multilateral trading facilities (MTF) operating primary markets (e.g. AIM, Aquis).

In addition to changes to the prospectus rules, complementary changes are being made to the UK Listing Rules, including the removal of Listings Particulars, to make the rules more efficient and reduce costs for companies.

The headline is that the bulk of the current prospectus requirements for an IPO on a regulated market (in particular, the Official List/Main Market of the London Stock Exchange) will be retained, so that prospectus documents, rights and obligations will remain largely unchanged.

However, the new PRM rules include the following changes to current prospectus requirements:

• Increasing the threshold at which a prospectus is required for a further issue of listed shares from 20% to 75% of the same shares already admitted to trading and up to 100% of the same securities already admitted to trading for a further issue of equity securities issued by closed ended investment funds.
• Aligning the prospectus requirements for lower denomination bonds with those for higher denominations by requiring a single set of minimum disclosure content for prospectus documents for non-equity securities.
• Reducing the number of days a prospectus needs to be publicly available for IPOs from 6 working days to 3 working days.
• Making minor changes to the prospectus summary to increase the maximum number of pages and reduce contents requirements.
• Introducing a definition for the types of statements that will be subject to the liability regime for protected forward-looking statements.
• Requiring a market announcement for further issues.
• Including a new climate-related disclosure rule for certain equity issuers and optional disclosures to improve transparency of sustainability-labelled debt instruments.

Alongside these changes, the FCA has simplified its processes for admitting securities to listing to make them more efficient.

The new rules also confirm in relation to primary MTFs (e.g. AIM, Aquis) that an MTF admission prospectus is required for initial admissions and the admission of enlarged entities arising from certain types of acquisitions, subject to certain exemptions.

The FCA’s stated aim in implementing the new rules is to reduce the costs for companies of admitting shares to trading on UK regulated markets, make capital raising easier for these companies and remove barriers to retail participation.

If you would like more information about the new public offers and admissions to trading regime or related topics, please get in touch with one of our Corporate team or contact Nick Williams by email or on +44 (0)20 7822 1523.