Newsletter for primary market participants.
October 2025 / No. 58
About this edition
The new Public Offers and Admissions to Trading Regulations (POATRs) regime comes into force on 19 January 2026. This is a significant landmark in our reforms of UK capital markets. In this Primary Market Bulletin (PMB) 58 we:
- Provide important information on submitting documents and working with us in the period before the new POATRs regime is implemented.
- Consult on (a) 4 new guidance notes; (b) proposed changes to 42 existing guidance notes; and (c) deleting 7 guidance notes in our Knowledge Base in anticipation of the POATRs regime.
- Additionally give feedback on our consultation in PMB 57 and finalise 2 technical notes (TNs).
Implementing the POATRs regime
On 15 July 2025 we published Policy Statement PS25/9, setting out the new POATRs regime which consists of:
- Our new Prospectus Rules: Admission to Trading on a Regulated Market (PRM) sourcebook.
- Amendments to the Market Conduct sourcebook for firms operating primary multilateral trading facilities.
We are also making amendments to the UK Listing Rules (UKLRs) as well as other consequential changes to the Handbook.
These new rules and amendments will all come into force on 19 January 2026.
Submission of prospectuses before 19 January 2026
On 19 January 2026, the UK’s new regime for public offerings of securities and admissions to trading will fully come into force, and we are on track with our implementation preparations. Our new sourcebook for admissions to trading on regulated markets, PRM, comes into force on 19 January 2026. We will be able to approve documents under the new PRM sourcebook from that date.
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 framework for review with a view to seeking approval on or after 19 January 2026. This can be done as usual via our Electronic Submission System (ESS).
Any prospectus submitted for the purposes of the new framework can only be approved on or after 19 January 2026. Prospectuses can either be approved before 19 January 2026 if prepared under the existing regime or be approved on or after 19 January 2026 if prepared under the new regime. If you are seeking approval of documentation prior to Monday 19 January 2026, the last day of approval under the existing regime will be Friday 16 January 2026.
On or around 24 November 2025, we aim to publish (on our website) the new forms and checklists which should accompany submissions of draft documents prepared under the new regime for issuers seeking approval on or after 19 January 2026.
Issuers will need to submit an additional short form for any review under the new framework from 1 December 2025 until 16 January 2026. This form will indicate that an issuer is submitting draft documentation in readiness for the implementation of POATRs and confirming the applicable new PRM prospectus cross-reference checklists. This is to help ensure an efficient review and smooth cutover in January 2026. The form will be available on or around 24 November 2025.
If issuers have an ongoing prospectus review that is submitted before 1 December 2025 under the existing regime, we will be in touch to discuss the proposed date of approval of any prospectus and associated admission. If the proposed date of any approval is on or after 19 January 2026, issuers and their advisers will need to submit the required documentation under the PRM. If issuers have already paid a fee, this will be applied to any ongoing prospectus review. A new fee will not be incurred.
Supplementary prospectuses
If we approve a prospectus before 19 January 2026, and it remains valid after 18 January 2026, the existing requirements for supplementary prospectuses will continue to apply. 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.
Timing of prospectus reviews
We remind issuers and their advisers of our standard turnaround times and the Christmas period review times. This year these turnaround times will be suspended between 22 December 2025 and 2 January 2026 inclusive (for further details, see Listings and listings data management over Christmas and New Year). We will be busy in the period before and after the implementation of the new rules (December 2025 and January 2026). So, we are unlikely to be able to expedite our turnaround times. Advisers should plan accordingly. If an issuer wants an approval before 19 January 2026, advisers should contact our Listings Department and we will prioritise cases where transaction deadlines are outside the issuer’s control.
Admission to the Professional Securities Market (PSM) and Listing Particulars
From 19 January 2026, as set out in PS 25/9, apart from securities that are fully fungible with existing securities already admitted on the PSM and on the Official List, new securities seeking admission to the Official List will need to be admitted to trading on a regulated market. From 19 January 2026, Listing Particulars and Supplementary Listing Particulars, together with any final terms, will become obsolete for the purposes of the UKLRs. Therefore, any issuers seeking to admit new securities to the PSM before 19 January 2026 are encouraged to contact us as soon as possible to discuss their specific circumstances.
Changes to sponsor declarations
There are implications for sponsors because the UKLRs will be changing on 19 January 2026, including the rules relating to sponsor declarations. In CP25/2, we indicated we would revise the sponsor declaration form to align with the new PRM provisions. We expect this to be limited to format changes and to reflect UKLR consequential changes only. Otherwise, the substance of the declarations will remain the same. Sponsors will need to consider the likely date of the approval of an issuer’s documentation and provide the required documentation in force at any approval date. We will publish the revised sponsor declaration forms before December 2025.
MTF admission prospectuses
With the POATRs regime coming into effect on 19 January 2026, the new regulatory concept of an MTF admission prospectus supporting an admission to trading on UK primary MTFs comes into effect. The specific content requirements and the process for reviewing and approving these documents will be set by the relevant MTF operator.
Changes to the UK Listing Rules for further issuances
From 19 January 2026 the UKLRs will no longer require an issuer with an existing listed class of securities to apply for admission to listing for a further issue of those securities. Issuers will still need to seek admission to trading on the relevant market and should continue to liaise with exchanges.
The last date for listing hearings of further issues of securities where the class of securities is already listed on the Official List under the existing UKLRs will be 15 January 2026, with admission on 16 January 2026. For Final Terms and Public Sector Issuers, submissions for further issues of securities where the class of securities is already listed on the Official List must be received no later than 2pm on 15 January 2026 for admission on 16 January 2026.
If an issuer is seeking the listing of a new class of securities not currently listed, the issuer or its adviser will continue to need to submit a listing application to our Listings Data Management team (formerly known as Issuer Management). This will be done by submitting the ‘FCA Official List’ form (except where submitted via the ESS portal). This will be available from early January 2026.
Issuers that list securities via final terms should see draft PN 902.3 Listing securities via final terms for the proposed submission process.
Our Listings Data Management team aim to publish answers to frequently asked questions (FAQs) on our website before the new rules take effect in January 2026.
Consultation on proposed changes to the Knowledge Base for the POATRs regime
Background
We consulted on the new POATRs regime via CP24/12 and CP25/2. In CP24/12 we asked for views on updates to our TN guidance on prospectus disclosure. We then published PS25/9 on 15 July 2025.
We engaged extensively with our statutory panels during the POATRs reforms including the Listing Authority Advisory Panel (LAAP), the Markets Practitioner Panel (MPP) and the Financial Services Consumer Panel, with the LAAP/MPP and the Financial Services Consumer Panel responding to our consultation on our proposals. This engagement included feedback about how we may set prospectus requirements and guidance including those in relation to the working capital statement.
Given the scale of the changes arising from the POATRs regime, we are consulting in stages on corresponding changes to our Knowledge Base guidance. In this first consultation, we are focusing on (a) proposed new TNs we described in PS25/9; and (b) updates to the majority of affected existing notes. In line with this approach, we aim to finalise these notes via a further PMB shortly before the new rules take effect in January 2026.
This means we will consult on amendments to a small number of further affected existing TNs after we have implemented the new POATRs regime on 19 January 2026. Pending these further updates, we expect firms and other market participants to purposively interpret any references in those TNs to the previous rules in light of the new provisions once these have come into force.
This consultation is based on the final rules as confirmed in PS25/9 that will take effect on 19 January 2026.
Please send your comments on our proposals on the guidance notes by:
- 5 December 2025 for all the new TNs, the amendments to PN 902, TN 602, TN 619, TN 628, TN 801 and TN 802; and
- 21 November 2025 for all other notes
We are consulting on the following new TNs
In PS25/9, we said we intended to publish additional TN guidance on the takeover exemption, protected forward-looking statements, and the question of which transferable securities are to be considered as fungible with transferable securities already admitted to trading. The proposed new TNs below provide guidance on these matters.
Procedural notes
We are consulting on changes to the following existing procedural notes (PNs):
| No. | Title | Comments |
|---|---|---|
| Primary Market/PN/901.5 | Eligibility process | We propose to amend this PN primarily to provide updated rule references to the PRM and UKLR. |
| Primary Market/PN/902.3 | Listing securities via final terms | We propose to amend this PN primarily to reflect the amendments to the listing of securities under the UKLRs and provide updated rule references to the PRM. We have included proposals in relation to the submission of final terms. |
| Primary Market/PN/903.5 | Review and approval of documents | We propose to amend this PN to remove references to ‘listing particulars’ which will be obsolete for the purposes of the UKLRs and provide updated rule references to the PRM. |
| Primary Market/PN/908.3 | Primary Market Oversight and Listing Transactions – decision making and individual guidance process | We propose to amend this PN primarily to reflect the introduction of POATRs. |
| Primary Market/PN/911.2 | Substitution of issuer of debt securities | We propose to make minor amendments to this PN primarily to reflect changes to the name of the relevant FCA department. |
| Primary Market/PN/912.2 | Sponsor Service Enquiry Line. | We propose to amend this PN primarily to reflect changed rule references to the PRM. |
| Primary Market/PN/913.2 | Schemes of arrangement and reconstructions. | We propose to amend this PN only to update the name of our Issuer Management team to Listings Data Management. |
We are consulting on changes to the following existing TNs
TNs on the prospectus regime
For details of our updates to other TNs, see the table below:
| Category | No. | Title | Comments |
|---|---|---|---|
| Governance and conduct | Primary Market/TN/205.3 | Circulation and publication of unapproved documents | Updates to rule references, and consequential amendments. |
| Transactions | Primary Market/TN/305.3 | Hostile takeovers | Updates (a) to rule references and (b) for POATRs. |
| Transactions | Primary Market/TN/315.2 | Quantified Financial Benefits Statements | Updates to rule references. |
| Working capital | Primary Market/TN/321.3 | Working capital statements and risk factors | Updates to rule references and consequential amendments following proposed update to TN/619.1. |
| Profit forecasts and estimates | Primary Market/TN/340.4 | Profit forecasts and estimates | Updates to rule references and additional Guidance as a result of the introduction of production of forward-looking statements by the PRM. |
| Regulatory announcements including inside information | Primary Market/TN/522.4 | Disclosure of ‘lock-up’ agreements | Updates to rule references, and consequential amendments. We also propose to retain the second part of TN 601.3 (‘Restrictions on the transfer of securities’) via transferring it to this TN with updates for POATRs. |
| Public offers, admission to trading and the marketing of securities | Primary Market/TN/604.2 | Prospectus regulation advertisement regime | Updates (a) to rule references and (b) for the introduction of POATRs. |
| Public offers, admission to trading and the marketing of securities | Primary Market/TN/605.4 | Supplementary prospectuses | Updates to rule references and additional Guidance to reflect when a supplementary prospectus can be published under the PRM. |
| Public offers, admission to trading and the marketing of securities | Primary Market/TN/607.1 | Global Depository Receipts | Minor update to clarify that the number of GDRs in a prospectus must not represent more than 100% of issued share capital. |
| Prospectus content | Primary Market/TN/622.2 | Collective investment undertaking prospectuses - portfolio disclosure | Updates to rule references. |
| Prospectus content | Primary Market/TN/623.2 | Documents available for inspection | Updates to rule references. |
| Prospectus content | Primary Market/TN/625.2 | Current trading and trend information | Updates to rule references and additional Guidance following introduction of protected forward looking statements. |
| Prospectus content | Primary Market/TN/626.2 | Directors' and management disclosures in share prospectuses | Updates to rule references and additional guidance on initial disclosure expectations. |
| Prospectus content | Primary Markets/TN/627.2 | Prospectus content - financial information | Updates for POATRs, rule references and consequential amendments following proposed update to TN/619.1. |
| Prospectus content | Primary Market/TN/629.4 | Final Terms | Updates to rule references, proposed amendments for guidance on exempt notes for issuances of debt securities, and proposed deletion of the requirement for issuance specific summaries |
| Prospectus content | Primary Market/TN/631.2 | Zero coupon notes | Updates to rule references. |
| Prospectus content | Primary Market/TN/633.3 | Pro forma financial information | Updates to rule references. |
| Prospectus content | Primary Market/TN/634.2 | Financial information on guarantors in debt prospectuses and requests for omission | Updates to rule references. |
| Prospectus content | FCA/TN/635.1 | FRS 102 Cash Flow Statement Exemptions | Updates (a) to rule references and (b) for introduction of POATRs. |
| Prospectus content | Primary Market/TN/636.1 | Order of information in the prospectus | Updates to rule references, and consequential amendments. |
| Prospectus content | Primary Market/TN/637.1 | Level of disclosure for securities subject to conversion or write-down powers | Updates to rule references. |
| Prospectus content | Primary Market/TN/638.1 | Guidance on application of complex financial history and significant financial commitment rules | Updates to rule references. |
Technical notes on the sponsor regime
We are consulting on amending 8 existing TNs. The proposed amendments are primarily to change references contained in the TNs, from Prospectus Regulation Rules (PRR) to the PRM, and to reflect consequential UKLR changes in relation to UKLR 4.2.1R and UKLR 24.3. On TN 714, we are also proposing minor amendments to correct a reference to a former Listing Rule provision.
We intend to consult on changes to any remaining sponsor regime-related notes impacted by the POATRs regime in early 2026.
We are consulting on deleting the following existing procedural and technical notes
| Category | No. | Title | Reason(s) for proposed deletion |
|---|---|---|---|
| Procedural notes | UKLA/PN/904.4 | Public offer prospectus - Drafting and approval | This PN relates to public offer prospectuses for non-listed issuers which will no longer be relevant under the new prospectus regime.
|
| Procedural notes | Primary Market/PN/907.4 | Block Listings | This PN relates to block listing and as a consequence of the changes to how we list securities under the UKLRs, block listing will no longer be needed.
|
| Working capital | Primary Market/TN/320.3 | Working capital statement – basis of preparation | The relevant guidance in this TN would be moved into TN 619, please see above.
|
| Specialist companies | Primary Market/TN/423.3 | Open-ended investment companies | With the deletion of UKLR 12.2.3R taking effect in January 2026, we propose to delete this TN because it would no longer provide substantive guidance on our rules.
|
| Public offers, admission to trading and the marketing of securities | Primary Market/TN/601.3 | Public offers | We propose to delete the first part of this TN (‘What constitutes a ‘public offer’) given the structure of the POATRs regime, and we propose to retain the second part (‘Restrictions on the transfer of securities’) via transferring it to TN 522 (see above).
|
| Public offers, admission to trading and the marketing of securities | Primary Market/TN/603.2 | Public offers – the six-day rule | This TN primarily relates to public offer prospectuses, and this will no longer be relevant under the new prospectus regime. |
| Prospectus content | Primary Market/TN/624.2 | Operating and financial reviews (OFR) | We propose to delete this TN because it refers substantially to existing relevant Guidelines covering OFR in TN 619, rather than providing substantive guidance on our rules. |
Consultation feedback and changes to the Knowledge Base following PMB 57
In PMB 57 we consulted on changes to 2 TNs.
Technical note on the sponsor regime
Technical note on the prospectus regime
Responses
We received 4 responses to our consultation, including 1 joint response. We summarise and address the feedback below.
We received further suggestions which broadly seek more granularity to be added to the TN, covering additional scenarios under the given examples. As the facts in each case will be specific to an issuer and will require reasonable judgement to be applied, we have not sought to expand the given examples or provide what could be seen to be binding prescriptive thresholds. We emphasise that we encourage discussion between us and issuers and their advisers as early as possible where reasonable judgements are proposed to be made in relation to complex financial history and/or significant financial commitment requirements.
In response to feedback we have clarified certain areas, including relating to the form that additional financial information may take and other minor changes. We have considered feedback asking to provide an indication of what is considered a ‘very short gap’: we have amended the TN to give greater clarity as to our expectations in this regard.
We consider the changes made to be minor or clarificatory amendments. Therefore, the TN is now finalised as TN 638.1. In this PMB we are also consulting on updating this TN for the POATRs regime that will take effect in January 2026.
Cost benefit analysis
TN 710.2
The changes to our existing guidance in TN 710 are a consequence of (a) PS24/6 and the introduction of the UKLR; and (b) feedback received following the PMB 48, 53 and 57 consultations. As explained in PS24/6, there are no changes to the CP23/31 proposals that materially affect the cost benefit analysis (CBA) and findings. So, the CBA published in CP23/31 still applies to TN 710.2.
TN 638.1
In preparing TN 638.1 there are no changes to the CP24/12 draft guidance proposals that materially affect the CBA’s analysis and findings presented in CP24/12. Instead, and following feedback received from the PMB 57 consultation, we are further clarifying our existing approach to the assessment of the complex financial history requirements set out in the UK Prospectus Regulation via the proposed guidance. So, the CBA published in CP24/12 still applies to TN 638.1.
New notes and updates to guidance for the POATRs regime
We undertook CBAs in CP24/12 and CP25/2. The proposed new notes and changes to our guidance set out in this PMB are a direct consequence of PS25/9 and the POATRs regime.
Our policy is to produce a CBA for general guidance about rules if a high-level assessment of the impact of the proposal identifies an element of novelty, which may be in effect prescriptive or prohibitive, that may result in significant costs. The proposed guidance does not introduce such an element of novelty relative to the rules set out in PS25/9 that requires us to revisit the CBAs previously undertaken. So, we do not believe further CBAs for the proposed guidance changes are required.
The updates to our guidance seek to ensure consistent and clear regulatory expectations on obligations for market participants.
Secondary international competitiveness and growth objective
The Financial Services and Markets Act 2000 as amended by the Financial Services and Markets Act 2023 requires us to consider the international competitiveness of the UK economy (in particular, the financial services sector), and its growth in the medium to long term.
On TN 710.1 and TN 638.1, see PMB 57 for how these TNs further our secondary international competitiveness and growth objective.
Regarding our proposed changes to the Knowledge Base for the POATRs regime, these changes are a consequence of PS25/9 and the POATRs regime. As we set out in PS25/9, our new POATRs rules advance our secondary international competitiveness and growth objective as:
- The PRM requirements make the UK prospectus regime more proportionate, reducing costs for issuers and making it easier for them to raise capital.
- The new rules increase the attractiveness of the UK’s primary markets to issuers.
- Our alignment of prospectus rules for bonds should increase the efficiency of capital raising for companies, increase returns for retail investors and broaden the investor base for such securities.
- International competitiveness can also be supported by maintaining our high standards.
Legislative and Regulatory Reform Act 2006 (LRRA)
We consider that our guidance proposals and the finalised guidance have regard to the 5 LRRA principles, that regulatory activities should be carried out in a way which is:
- transparent
- accountable
- proportionate
- consistent
- targeted only at cases in which action is needed
We have had regard to the Regulators’ Code, particularly the requirement for proportionate and targeted regulatory activity. The aim of the proposals and finalised amendments to the Knowledge Base in this PMB is to update guidance to issuers and primary market practitioners.
Equality and diversity
We have considered the equality and diversity issues that may arise from our proposals and our final guidance. We do not consider that our proposals or our final guidance materially impacts any of the groups with protected characteristics under the Equality Act 2010. In Northern Ireland, the Equality Act is not enacted but other anti-discrimination legislation applies.
The Treasury’s remit letter
On 15 November 2024, the Treasury published a remit letter under section 1JA FSMA 2000. This letter sets out new recommendations on Government policy which we have to consider. In making the proposed changes to the Knowledge Base in this PMB we have considered the recommendations on aspects of the Government’s economic policy to which we should have regard in our general duties.
Our view is that the intended effects of our proposals and finalised guidance are in line with the remit letter’s recommendations. We will also have regard to the remit letter when finalising and issuing the guidance.
Changes to the Knowledge Base
We want to hear what you think
Please send your comments on our proposals on the guidance notes by:
- 5 December 2025 for all the new TNs, the amendments to PN 902, TN 602, TN 619, TN 628, TN 801 and TN 802; and
- 21 November 2025 for all other notes