UK Equity Capital Markets: New UK public offers and admissions to trading regime in force in early 2026

Background

Following recommendations made in Lord Hill’s UK Listings Review and the UK Secondary Capital Raising Review, together with subsequent consultations, the UK Government introduced the Public Offers and Admissions to Trading Regulations 2024 (SI 2024/105) (POATRs) which came into effect, for limited purposes, on 30 January 2024. The POATRs established a new framework to replace the on-shored UK version of the EU Prospectus Regulation (UK Prospectus Regulation), paving the way for a new flexible and streamlined regime to enhance capital raising in the UK post-Brexit.

Key changes introduced by the POATRs

The new public offers and admissions to trading regime is broadly aligned to the current regime for continuity, but there are some significant changes.

In summary, the POATRs:

• prohibit all public offers of securities in the UK (unless an exception applies);
• establish a new regime for securities admitted to trading on a regulated market and grant rule-making powers to the FCA, including when a prospectus is required and what it should contain;
• create a new concept of a “protected forward-looking statement” for inclusion in a prospectus which will be subject to an amended liability standard in order to encourage issuers to include more valuable information for investors;
• allow public offers of certain “off-market” securities on a new FCA regulated platform where the total consideration is £5 million or more, enabling growing companies to make larger offers of securities to investors without a prospectus;
• reduce the period for an IPO prospectus to be made public from six to three working days before the end of the offer; and
• empower the FCA to ensure that the rulebooks for certain primary multi-lateral facilities (MTFs) allowing access to retail investors (such as the UK’s AIM or Aquis Stock Exchange) to require an admission document to be published and treated as a prospectus (known as an “MTF admission prospectus”).

POATRs regime – FCA’s new rules

Further to several engagement and consultation papers (which can be accessed here), on 15 July 2025, the FCA published two Policy Statements setting out its final rules concerning the new POATR regime:

• Policy Statement 25/9: New rules for the public offers and admissions to trading regime; and
• Policy Statement 25/10: Final rules for public offer platforms.

This bulletin provides an overview of the main elements of the new POATRs framework as it pertains to equity securities, reflecting the final rules issued by the FCA.

Public offers – no prospectus required

Under the current regime, a public offer of securities in the UK requires the publication of a prospectus, unless an exemption applies. The POATRs amend this position, such that all public offers of relevant securities in the UK will be prohibited unless they fall within a specific “exception” as set out in its Schedule 1. This means that a prospectus will no longer be required for a public offer – but one might be required in respect of the admission of the offered securities to trading on a regulated market or a primary MTF (see further below).

Most of the current exemptions for public offers will be carried over into the new regime. However, there are some important additional ones to note.

New exception: Public offers of transferable securities admitted or to be admitted to trading on a regulated market or primary MTF

Significantly, a prospectus will not be required for any public offer of transferable securities which are already admitted to, or are conditional upon their admission to trading on, a regulated market or a primary MTF. Consequently, issuers will find it easier to raise capital on the UK markets without the significant time and expense associated with producing a prospectus.

An issuer must still comply with the relevant requirements of the applicable market in respect of the admission to trading of its offered securities. Consequently, a prospectus might still be required, unless an exemption applies (See “Admission to trading” below).

New exception: Offers to connected persons

Additionally, subject to certain conditions, there is a new exception for an offer of “off market” equity securities to the company’s connected persons (being existing shareholders, their family members or trustees).

New exception: Offers made on a “public offer platform”

Where no other exception applies, offers of “off-market” relevant securities where the total consideration is £5 million or more must be made on a FCA-regulated public offer platform (POP). Consequently, smaller and growing companies are allowed greater flexibility to conduct larger “off-market” capital raisings in a regulated environment which offers consumer protection. Under the current regime, off-market public offers would be limited by the €8 million maximum threshold.

In PS 25/10, the FCA finalised its rules to support the new regulated activity of operating a POP. Firms wishing to operate a POP must seek authorisation from the FCA and once approved, must comply with the tailored new requirements in the Conduct of Business Sourcebook (COBS) which, among other things, prescribe the level of due diligence to be undertaken by a POP on issuers and the offered securities and the information that a POP must provide to investors.

Admission to trading on a regulated market – new rules

In PS 25/9, the FCA published its new rules, known as the “Prospectus Rules: Admission to Trading on a Regulated Market sourcebook (PRM)”, which will replace the UK Prospectus Regulation Rules in the FCA’s Handbook when they become effective on 19 January 2026.

Overall, the requirements are generally consistent with those in the current regime. A prospectus will continue to be required for IPOs and the current exemptions for admissions to trading will be carried over into the new regime, with some amendments.

Further issuances

One significant change for listed issuers is in respect of their capital raisings post-IPO. For further issues of traded securities, the threshold below which a prospectus is not required is significantly increased from 20% of an issuer’s issued share capital to 75% in a 12 month period (and to 100% for closed-ended investment funds). The FCA notes that this change was introduced to ensure that the UK remains competitive with EU markets where the EU Listing Act requires a prospectus at a 30% threshold for securities trading less than 18 months, but only a short summary document for those trading longer with no maximum on the size of further issuance. This change will exempt a significant proportion of secondary issuances from the requirement to produce a prospectus – although, note that issuers may have to seek shareholder approval for large issues pursuant to current investor guidelines. It will be interesting to observe whether the Pre-Emption Group will make a statement on its position in due course in the light of the new regime.

As is currently the case, issuers may still choose to publish an FCA-approved prospectus on a voluntary basis for exempt admissions in order to satisfy the demands of their global investors or other international disclosure requirements, particularly in the U.S. market.

Where a further issuance is not exempt or an issuer chooses to produce a voluntary prospectus, issuers could choose to use a simplified or full prospectus which would be reviewed and approved by the FCA.

Listing applications for further issuances

Note that the FCA has also amended its UK Listing Rules so that for all new admissions of securities already listed, a new “listing” application will no longer be required. Instead, issuers will be required to make a notification of the further issuance within 60 days of the admission containing specified information, including the number of further securities admitted to trading and if a prospectus was produced, a hyperlink to where it is published.

For a comparative summary of the exemptions under the current and new regimes, click here.

Content of a prospectus

Overall, the majority of disclosure requirements of the prospectus align with the current regime. Some key points to note on disclosure are as follows:

• General duty of disclosure: The statutory "necessary information" test will be retained as the basic standard for preparing a prospectus in respect of equity securities. This test requires that the prospectus contains all necessary information for investors to make an informed assessment of the issuer and the securities being offered. Additionally, the POATRs clarify that whether the securities have already been admitted to trading on a regulated market or primary MTF is a relevant factor in determining what is “necessary information”.
• Prospectus summary: The page limit for a prospectus summary will increase from 7 to 10 pages. Additionally, the requirement for detailed financial information would be removed, and issuers would be permitted to cross-reference to the main body of the prospectus.
• Financial information: The current financial information requirements will be carried forward into the new regime, including the requirements to disclose audited historical financial information covering the latest three financial years (or such shorter period as the issuer has been in operation), the audit reports in respect of each financial year, and the current requirements concerning the working capital statement. However, the FCA has stated that it intends to publish for consultation later this year amended technical guidance regarding the working capital statement and its expectations for companies with different types of complex financial histories.
• PFLS: The POATRs introduced a new concept of “Protected Forward Looking Statements” (PFLS) which would be subject to an increased liability threshold from a negligence standard to the higher recklessness and dishonesty standard. This is to encourage issuers to include more forward-looking information in their prospectuses to help investors make better informed investment decisions. These statements must be clearly demarcated within the prospectus and accompanied by a statement identifying them as protected forward-looking statements. The new rules define the criteria and exclusions for what qualifies as a PFLS.
• Sustainability-related disclosures: Where issuers have identified climate-related risks as risk factors to disclose in the prospectus, or where climate-related opportunities are material to the prospects of the issuer, they must disclose sufficient supporting climate-related information to allow investors to make an informed assessment of that risk or opportunity. Additionally, where an issuer has published a transition plan which contains key material, the prospectus should include a summary of this transition plan and where it may be located and inspected. Note that climate-related disclosures relating to strategy, transition plans and metrics and targets should qualify for protection as PFLS if the relevant criteria is met. The FCA intends to publish further guidance on climate-related disclosures and sustainability-related information later this year.

New three-day rule

For an IPO involving a public offer, the current requirement for a prospectus to be made public at least six working days before the end of the offer will be reduced to three working days. This is to encourage more issuers to include retail participation in the IPO, who might otherwise have been concerned about the loss of control of the timing of the issue and any potential impact on maximising price and take-up.

For AIM and other primary MTFs

For AIM and other MTFs where there is retail participation, there will be a new concept of an "MTF admission prospectus" which does not need to be approved by the FCA. This will be required for all AIM IPOs (even if there is no retail offer) and admissions of enlarged entities resulting from reverse takeovers. Under the current regime, an issuer must publish a prospectus where there is a public offer – and consequently, this deters AIM issuers from including a retail tranche in their IPO due to the associated costs. Consequently, the new MTF prospectus requirement should encourage issuers to automatically include retail investors in offers.

Primary MTF operators have discretion in deciding the contents requirements, review and approval process and whether an MTF admission prospectus should be required in the case of further issuances.

Technical guidance

The FCA plans to consult through its Primary Market Bulletins later this year on additional guidance relating to climate-related disclosures, working capital statements, protected forward looking statements and the contents of takeover exemption documents. Additionally, the FCA will amend, update or delete its current prospectus-related guidance in its Knowledge Base and will work with HM Treasury on any consequential legislative amendments to reflect the new framework.

Fundamental role in UK’s economic growth

The overhauling of the UK’s prospectus regime is a fundamental part of the Government’s wider strategy to boost the financial services sector in its mission for economic growth. Indeed, in its new Financial Services Growth and Competitiveness Strategy (announced in the Chancellor’s Mansion House speech) the Government strongly supports the FCA’s final rules and further announces other measures designed to deliver prosperity through the UK’s capital markets, including the establishment of a new Listings Taskforce to support businesses to list and grow in the UK. Consequently, it is evident that the UK’s capital markets continue to play a pivotal role in the Government’s economic growth strategy. It is anticipated that the introduction of the new POATR regime will support the revitalisation of these markets by improving the capital raising process for both issuers and investors.

For further information on the Mansion House Speech and the Leeds Reforms, read our briefing here.

If you have any queries on the new POATRs regime, please contact your usual contact at Hogan Lovells or one of the listed contacts.

Authored by Daniel Simons, Alex Parkhouse and Danette Antao.