Capital markets – FCA rules for new UK prospectus regime published

Other key points to note on the new UK prospectus regime are:

• Information in a prospectus – the overarching requirement for a prospectus to contain all “necessary information” has been retained. The prescribed content requirements are largely unchanged and continue to be set out in detailed rule annexes.
• Voluntary prospectuses – companies will be able to produce a voluntary prospectus approved by the FCA for issuances below the 75% threshold, recognising the needs of different issuers, including those with a more global shareholder base.
• Forward-looking statements – the FCA has created a distinct liability regime for “protected forward-looking statements” (PFLS), which is in line with the regime for ongoing listed company disclosures (i.e. subject to a “recklessness” rather than “negligence” standard). PFLS can be financial or operational information that satisfies certain criteria (including profit forecasts), must be clearly demarcated and must have certain disclaimers.
• Six-day rule – The six-day rule (which requires a prospectus to be made available to the public at least six working days before the end of the offer) will be reduced to three days.
• Guidance – The FCA says it intends to publish additional guidance in relation to climate-related disclosures, the takeover exemption, complex financial histories, working capital statements and PFLS later this year, and that work on updating the rest of its prospectus guidance may continue after the rules are in force.
• New sourcebook – The new rules are set out in the new ‘Prospectus Rules: Admission to Trading on a Regulated Market sourcebook’ (PRM). It is expected that they will be brought into force on 19 January 2026, replacing the current Prospectus Regulation Rules, and that the repeal of the UK Prospectus Regulation will take effect on the same date.

The FCA has also published its final rules for the new regulated activity of operating a public offer platform (POP), covering public offers of securities made outside of regulated markets or venues, including larger crowdfunding offers (PS 25/10). The rules create the new regime for POP operators, which will apply to all firms who have FCA permission to carry out this new regulated activity, and also come into force on 19 January 2026.

In addition to our two-page summary of the options for listed companies looking to raise capital in future, we have produced an overview of the changes being brought in by the new regime here.