PS25/9: New rules for the public offers and admissions to trading regime

Read PS25/9 PDF[1]

Why we are changing 

The rules set out in this Policy Statement will make it easier for companies to raise capital in the UK and reduce costs when admitting securities to UK public markets. They will also promote wider participation in capital markets for smaller investors and improve the relative competitiveness of our regulation compared to other jurisdictions.

The rules include the new Prospectus Rules: Admissions to Trading on a Regulated Market (PRM) sourcebook and amendments to the Market Conduct (MAR) sourcebook for firms operating primary multilateral trading facilities (MTFs). We are also making amendments to the UK Listing Rules (UKLRs) as well as other consequential changes.

We have also published PS25/10 on the new public offer platform[2], which is part of the POATRs regime. 

Who this is for

• Issuers with securities admitted to trading on a UK regulated market or a primary multilateral trading facility (Primary MTF), including an MTF for listed securities (ie the London Stock Exchange’s Professional Securities Market (the PSM).
• Prospective issuers considering applying for admission of securities to trading on a UK regulated market or a Primary MTF (including the PSM and others).
• Investment banks and other firms that advise issuers and are involved more broadly in the process of admitting securities to a UK regulated market or a Primary MTF. This includes issuers producing prospectuses and other admission documents.
• Investors and potential investors in securities admitted to trading on a UK regulated market or a Primary MTF, including an MTF for listed securities.
• Relevant trade bodies for issuers, investors and their advisors.
• UK exchanges and operators of UK regulated markets and Primary MTFs for listed and non-listed securities.

Next steps

The PRM, our MAR rules for Primary MTFs and the changes to the UKLRs will come into force on 19 January 2026.

We plan to consult later in 2025 on additional guidance for the takeover exemption, climate-related disclosures, working capital statements and protected forward-looking statements.

Further work to update, amend or delete other prospectus-related material in the FCA’s Knowledge Base will also continue during 2025 and into 2026.

We are also continuing to engage with the Treasury on consequential legislative amendments to reflect the new framework.

Background 

The Public Offers and Admissions to Trading Regulations[3] were made in January 2024, following recommendations in the UK Listing Review and the Treasury’s Prospectus Regime Review consultation in 2021. The new regime will replace the UK Prospectus Regulation once it takes effect in January 2026.

Prior to the legislative framework being finalised, we sought input from market participants during 2023 via a series of engagement papers on our approach to rules to implement the POATRs framework.

Following this, we consulted in July 2024 (CP24/12 PDF[4]) and January 2025 (CP25/2 PDF[5]) on draft rules for admitting securities to regulated markets, our approach to primary MTFs, and further streamlining improvements to the UK Listing Rules, as well as general consequential changes.

This Policy Statement summarises feedback and our responses to both consultation papers, and includes our final rules.