In this context, the key change from the existing regime is the increase of the current annual prospectus exemption for admission of further securities of the same class to a regulated market (such as the Main Market) post-IPO from 20 percent to 75 percent, consistent with the FCA’s proposals in its consultation and the recommendations made in the UK Secondary Capital Raising Review. The FCA recognises that this is a significant departure from the current position and that market practice may adapt over time – as such it will monitor future capital raisings once the new rules have taken effect to assess how larger secondary issues are being conducted. 

In the case of CEIFs, the annual threshold is set higher at 100 percent and the FCA is also introducing a new exemption intended to allow CEIFs to undertake initial C share issuances without an admission prospectus where the purpose of the issue is to provide further capital for deployment in accordance with the CEIF’s investment policy.

Issuers (including CEIFs) will still be able to publish an FCA-approved prospectus on a voluntary basis for further admissions below the relevant threshold if they wish to do so.

In its consultation, the FCA asked whether it should introduce a requirement for issuers to notify the FCA where a further issue relates to a rescue financing (even if below the 75 percent threshold) but it has not proceeded with this requirement and considers market factors will dictate sufficient minimum disclosure while giving issuers flexibility in a potential urgent funding situation. However, again the FCA will monitor how the new rules impact such fundraisings going forward. 

The FCA has also confirmed (broadly as proposed earlier this year in CP25/2: Consultation on further changes to the public offers and admissions to trading regime and the UK Listing Rules) the removal of requirements for an application to be made for admission to listing of further securities of the same class - although issuers will still have to apply to the relevant exchange for admission of the securities to trading and will, among other things, need to comply with new notification requirements under the UKLR. These changes will also take effect from 19 January 2026.

We expect that many listed companies will welcome the increased prospectus threshold for further issuances as it will provide greater flexibility and headroom to allow them to conduct fundraisings in a more agile manner. That said, where shares are also being offered into the United States (including the placing of the “rump” on rights issues) the question remains as to how a more limited UK regime will dovetail with the need for so-called US Rule 10b-5 comfort for underwriters or placing agents and how market practice will develop in this area – for example, whether (on larger fundraisings) issuers and their advisers will be comfortable proceeding on a fully undocumented basis and how practice will develop in the context of voluntary disclosures included in the public documentation (including in any unapproved offering circular). However, complexities in this regard should not detract from the benefits to issuers of the revised rules more generally.

As expected, and consistent with previous proposals, the FCA has focused on targeted and incremental changes in the context of IPOs rather than a wholesale rewrite. Key differences to the current position include (among others): 

• Public/retail offers: As mentioned, a reduction in the minimum period for which the offer must be open following publication of the IPO prospectus from six working days to three (consistent with the recommendations of the UK Secondary Capital Raising Review). This is a welcome change - as noted in the UK Secondary Capital Raising Review the current rule, and associated extension to the public phase of the IPO process, can be a significant barrier to involving retail investors in IPOs given the added execution risk created by lengthening the offer period.
• Age of latest financial information in the prospectus: Although the FCA consulted on whether changes should be made in this area, the final rules reflect the requirements under the current regime - i.e. the balance sheet date of the last year of audited financials must be not be older than 18 months from the date of the prospectus if  audited interims are included or 16 months if unaudited interims are used. In reality, more recent financials are invariably included in equity prospectuses and may indeed be required for other reasons – for example where the offering is being extended into the US under Rule 144A, meaning that the latest audited or reviewed financials must be less than 135 days old at closing of the offer. Following feedback, the FCA also intends to consult shortly on further changes to draft guidance (previously published in the consultation) for issuers with complex financial histories.
• Working capital statement: The requirement for a working capital statement has been retained, but the FCA intends to consult on proposals to amend guidance in this area in autumn 2025.
• Climate-related disclosures: As proposed, the FCA rules will require enhanced climate-related disclosures in certain circumstances in equity prospectuses (other than in the case of CEIFs, open-ended investment companies or shell companies). In summary, disclosure of certain minimum information must be made where the issuer has identified climate-related risks as risk factors or where climate-related opportunities are material to its prospects and there will be a requirement (where the issuer has published a transition plan and the contents are material) to include a summary of key information about it and where it can be inspected. The FCA also intends to consult later this year on updating guidance on disclosure of sustainability-related information beyond climate (including in relation to issuers not subject to the new specific disclosure requirements). 
• Prospectus summary: Changes to the content/format of the summary including (among other things) increasing the page limit, removing the requirement for the annex of financial information to be included, and permitting use of cross-references to the body of the prospectus.

The concept of a MAP is set out in the POATRs. Whilst a MAP is a form of prospectus, it is worth noting that the detailed content requirements (and any approval or validation process) will be set by the relevant MTF operator not by the FCA, and the POATRs specifically prevent the FCA from requiring MAPs to be reviewed or approved by it.

However, the POATRs do give the FCA power to require the operators of certain primary MTFs (being those, including AIM, which are not restricted to qualified investors) to include provisions in their rules obliging issuers to publish a MAP in specified circumstances. In this context, as noted above the FCA has adopted a relatively light-touch approach broadly in line with its proposals, with MAPs only mandated in limited circumstances – namely (a), initial admissions and (b) readmissions following acquisitions that result in a fundamental change in business or a majority of the board or a change in voting control where the acquisition has led to the cancellation of the issuer’s admission to trading (in an AIM context, for example, this would include re-admission following a reverse takeover). As proposed, there is an exception for existing simplified routes to admission (e.g. the AIM designated markets route) and the FCA has also included further exemptions in relation to admissions of new classes of securities and admissions resulting from corporate restructurings involving the insertion of a new holding company. 

Primary MTFs such as AIM will need to propose and consult on revisions to their rules to set out the content requirements for MAPs (and, if applicable, any additional circumstances in which a MAP will be required). In the context of AIM, the LSE has already started the process of seeking views on the content of AIM admission documents in its April 2025 discussion paper on shaping the future of AIM (see here for a brief summary of the discussion paper) with the detail of proposed changes to be put forward for consultation in due course.

To address liability concerns that may currently deter issuers from including forward-looking information in prospectuses and encourage increased disclosure, the POATRs introduce a fraud/recklessness-based liability threshold for PFLS (“protected forward-looking information”) included in prospectuses, including MAPs (for the avoidance of doubt, the existing negligence-based threshold is otherwise being retained). Importantly, however, it is the FCA’s rules which set out when information will be treated as PFLS and what requirements apply to its presentation etc. 

As proposed in its previous consultation, the FCA has excluded from the scope of PFLS almost all mandatory prospectus disclosures (on the basis that the regime is intended to encourage greater voluntary inclusion of forward-looking statements by issuers). However, for regulated market issuers there are some targeted exceptions intended to encourage more detailed disclosure than is typically made under the current regime - for example, to allow (among other things) profit forecasts, certain of the mandatory disclosures contained in the OFR/MD&A and certain mandatory climate-related disclosures to be treated as PFLS provided they meet the other applicable criteria. 

In its consultation the FCA had proposed to exclude from the scope of PFLS any information required to be included in a MAP (given the detailed content requirements for a MAP will be set by the relevant MTF operator rather than the FCA and may therefore vary), however in the final rules it has made changes intended to ensure that the exclusions and exceptions for MAPs are equivalent to those for regulated markets.

Subject to the exclusions described above, the FCA rules define PFLS to encompass both financial and operational data that meets certain criteria, including as to preparation. In terms of presentation and labelling, there are rules to ensure PFLS is clearly identified and demarcated and accompanied by appropriate general statements about the associated risks as well as prescribed information intended to enable investors to evaluate the quality of the disclosures. The FCA intends to consult on further guidance on PFLS later this year.

From a UK perspective the new PFLS regime potentially gives issuers and their directors greater comfort and flexibility to include in their prospectuses more detailed projections and other forward-looking information which investors may find helpful in assessing the equity story. However, it should be kept in mind that, where the offer is being extended elsewhere, the implications of any applicable overseas liability regimes will also need to be considered and may (as a practical matter) restrict the extent and content of such disclosures. 

The finalised transitional provisions take the approach indicated in CP25/2: Consultation on further changes to the public offers and admissions to trading regime and the UK Listing Rules, with any prospectuses or supplementary prospectuses approved by the FCA prior to commencement of the new regime remaining valid for up to 12 months. 

Where an issuer is in the process of preparing a prospectus but has not yet published it at the time the revised regime comes into effect, it will (assuming a prospectus is still required) need to meet the requirements of, and be approved in accordance with, the new rules.