UK Equity Capital Markets: FCA publishes important guidance in preparation for the UK’s forthcoming new prospectus regime

In July 2025, the FCA published Policy Statement PS25/9, which set out its final rules relating to the forthcoming new UK POATRs regime, set to take effect from 19 January 2026. The new rules include the new Prospectus Rules: Admission to Trading on a Regulated Market sourcebook (PRM), certain amended UKLRs, the amended Market Conduct sourcebook for firms operating primary MTFs, and other related amendments to the FCA’s Handbook.

For further background, you can read our summary of the new regime here.

In PMB 58, the FCA publishes guidance to inform market participants of its review and approval processes in advance of the implementation of the new regime. Consequently, issuers and advisers should carefully consider the guidance when planning their transactions in the run-up to 19 January 2026.

Impact on deal timelines and processes

Which ‘regime’ will apply to your submitted prospectus?

From 1 December 2025, issuers will be able to submit a draft prospectus, registration document, universal registration document and/or a securities note and summary prepared under the new rules for review with a view to seeking approval on, or after, 19 January 2026. This can be done, as usual, via the Electronic Submission System (ESS). Note that any prospectus submitted for the purposes of the new regime can only be approved on, or after 19 January 2026.

If issuers have an ongoing prospectus review submitted before 1 December 2025 under the existing regime, the FCA will be in contact to discuss the proposed date of approval of the prospectus and the related admission. If this date is on, or after, 19 January 2026, the required documentation under the new rules must be submitted.

What if you require your prospectus to be approved before 19 January 2026?

If approval is sought before 19 January 2026, the prospectus must be prepared under the existing regime. The last day for approval under the existing regime will be Friday 16 January 2026.

Will the FCA publish new forms and checklists?

On, or around, 24 November 2025, the FCA aims to publish new forms and checklists for submissions of draft documents prepared under the new regime for issuers seeking approval on, or after, 19 January 2026. There will also be an additional short form for completion for any review under the new regime from 1 December 2025 until 16 January 2026 to indicate that an issuer is submitting draft documents in preparation for the implementation of the new POATRs framework.

Revised sponsor declarations forms will also be published before December 2025. The FCA notes that any changes should not be substantive – and will be limited to format changes and to reflect the UKLR consequential changes only.

Which rules will apply to your supplementary prospectus?

The existing rules for supplementary prospectuses will continue to apply for prospectuses approved before 19 January 2026 and which remain valid after 18 January 2026. Between 19 January 2026 and 18 January 2027, when submitting a supplementary prospectus for review, issuers will need to confirm if they are seeking approval under the prospectus regime pre-19 January 2026 and that the pre-19 January 2026 prospectus remains valid.

When will the FCA be available for review over the Christmas period?

As usual, the FCA will suspend its reviews around the Christmas period. The FCA has confirmed that this year, turnaround times will be suspended between 22 December 2025 and 2 January 2026 inclusive. If an issuer seeks an approval before 19 January 2026, the FCA advises that the Listings Department should be contacted, noting that it will prioritise cases where deadlines are outside the issuer’s control.

What is the position for MTF admission prospectuses?

While the new concept of the MTF admission prospectuses for admission to trading of securities on UK primary MTFs (such as AIM) will come into effect on 19 January 2026, the content requirements and review and approval process will be determined by the relevant MTF operator (such as the LSE in respect of AIM) in due course.

No listing applications for ‘further issues’ and no new admissions to the PSM

The FCA reminds issuers that from 19 January 2026, the UKLRs will no longer require an issuer with an existing listed class of securities to apply for an admission to listing for a further issue of those securities. (Note that issuers will still need to seek admission to trading on the relevant market). The last date for listing hearings of further issues of securities where the class of securities is already listed will be 15 January 2026, with admission on 16 January 2026.

Note that issuers seeking the listing of a new class of securities not currently listed (for example, on an IPO) will continue to need to submit a listing application to the FCA’s Listings Data Management team (formerly known as Issuer Management).

The FCA also confirms that from 19 January 2026, Listing Particulars and Supplementary Listing Particulars, together with any final terms, will become obsolete for the purposes of the UKLRs and consequently, issuers seeking to admit new securities to the Professional Securities Market (PSM) before 19 January 2026 are asked to contact the FCA as soon as possible.

Consultation on proposed changes to the Knowledge Base to reflect the new POATRs regime

The FCA has announced that it will undertake a phased consultation on amendments to its Knowledge Base. The first phase, detailed in PMB 58, involves consultation on four proposed new technical notes as well as updates to the majority of existing affected notes. After the introduction of the new regime, the FCA intends to consult further on a limited number of remaining guidance notes. In the meantime, issuers and advisers are encouraged to interpret references within those notes in alignment with the new rules once they take effect.

Proposed new technical notes

The FCA is consulting on the following new technical notes:

• Content of the prospectus exemption document for takeovers, mergers and divisions – Primary Market/TN/608.1

In the PRM, there are exemptions from the requirement to produce a prospectus for admissions in connection with a takeover, merger or division, provided that an exemption document describing the transaction and its impact on the issuer is made public. The proposed technical note sets out what the FCA considers to be the appropriate content of an exemption document in certain situations.

• Preparation of protected forward-looking statements - Primary Market/TN/639.1

The proposed technical note provides guidance on the preparation of the new protected forward-looking statements (PFLS) for inclusion in a prospectus (which can be financial and operational information), including a description of what the FCA considers to be operational information.

• Fungible securities - Primary Market/TN/609.1

A new technical note is proposed in relation to which transferable securities should be considered as fungible with an existing security for the purposes of the further issuance exemption threshold in respect of non-equity securities.

• Public offers and prospectus publication - Primary Market/TN/610.1

The FCA is also consulting on a proposed new technical note on the content of a prospectus where there is an exempt public offer under POATRs because the offer is conditional on the admission of the transferable securities to trading on a regulated market. The proposed new guidance also outlines the timing requirements for the publication of a prospectus and reminds issuers and advisers to consider the financial promotion regime, together with the application of the prospectus advertisement regime, for an exempt public offer.

Material changes to existing technical notes

Additionally, the FCA is proposing some material changes to the following technical notes:

• Guidelines on disclosure requirements under the Prospectus Rules: Admission to Trading on a Regulated Market (PRM) and Guidance on specialist issuers (Primary Market/TN/619.2).

The proposed draft includes an updated section on the preparation of working capital statements, introducing new guidelines which permit issuers to provide additional disclosures alongside a clean working capital statement explaining the basis on which the statement has been prepared, and to include ‘uncommitted’ facilities in their working capital calculations in certain circumstances.

• Significant change statements and material adverse change statements (Primary Market/TN/628.4).

The proposed draft includes updates to provide guidance on the use of significant change and material adverse change statements.

• Disclosures in relation to sustainability matters, including climate change (Primary Market/TN/801.4).

The proposed draft includes new guidance covering the application of the PRM climate disclosure rule for certain issuers and highlights circumstances where the POATRs ‘necessary information test’ may require disclosure of sustainability-related information beyond the PRM’s minimum information requirements. The FCA also makes amendments relating to the application of the PFLS regime to sustainability-related information.

• Exemptions from the requirement to produce a prospectus (Primary Market/TN/602.5).

The FCA has observed that the existing exemption from the requirement to publish a prospectus for admission to trading on a regulated market where an issuer offers or allots securities to existing or former employees and directors is being relied upon in circumstances that are contrary to its intent. Consequently, the FCA is consulting on additional guidance to clarify its understanding of the exemption and encourages issuers and advisers to contact it if the position remains unclear when applying the provision to their specific circumstances.

The FCA also proposes further consequential changes to numerous other existing technical and procedural notes on the prospectus and sponsor regime, including updates to rule references in line with the PRM and UKLR. A full list of the new, amended and deleted notes can be found in tabular format in PMB 58.

Finalised guidance

The FCA has finalised amendments made to two technical notes following its consultation in PMB 57, being Sponsor Services: Principles for sponsors (UKLA/TN/710.2) and Guidance on application of complex financial history and significant financial commitment rules (Primary Market/TN/638.1). Whilst the final versions are now available in the FCA’s Knowledge Base, further consequential changes are now proposed in PMB 58 for consultation.

Next steps

The FCA invites comments on all the notes under consultation by their respective deadlines (being 21 November 2025 and 5 December 2025, as specified in PMB 58) and aims to finalise the guidance via a further PMB to be published shortly before the new rules take effect.

In the meantime, if you have any queries on the impact of the FCA’s new rules and guidance on your upcoming transactions, please contact your usual Hogan Lovells contact or one of the listed contacts.

Authored by Daniel Simons, Alex Parkhouse, and Danette Antao.