New UK Public Offers and Admissions Regime takes effect

The Public Offers and Admissions to Trading Regulations 2024 (POATRs) became law on 30 January 2024 and set out the new statutory framework in relation to public offers and the use of prospectuses in the UK.

To implement this framework, the Financial Conduct Authority (FCA) published final rules in July 2025 via two policy statements: ‘PS25/9: New rules for the public offers and admission to trading regime’ and ‘PS25/10: Final rules for public offer platforms’.

The new regime, which will replace the UK Prospectus Regulation, takes effect automatically on 19 January 2026.

This article considers the key aspects and potential impact of the new regime.

Public offers – prohibition and exemptions

The POATRs impose a general ban on all public offers of securities in the UK, unless an exemption applies, in a departure from the current regime, whereby a public offer which is not exempt may still be made provided the issuer publishes an approved prospectus. This will no longer apply. Public offers which do not fall within an expanded list of exemptions will be prohibited.

From 19 January, the key public offer exemptions will be:

• Offers of securities which are admitted to trading on a regulated market, such as the Main Market of the London Stock Exchange, or a multilateral trading facility (MTF) such as AIM and the Aquis Stock Exchange (AQSE) Growth Market, or which are conditional on admission of securities to a regulated market or MTF. This is a significant change from the current regime and will mean that offers by a listed company of its shares – including takeover offers for other companies financed by shares – will fall outside the public offer prohibition irrespective of the size of the offer or the identity of the offerees. The related application for admission to trading of the offered securities may still be subject to a prospectus requirement, however (see below).
• Offers to existing shareholders – this is another new exemption and allows UK companies to offer shares to their existing shareholders again irrespective of quantum or the number of shareholders. It applies to private companies only.
• Offers to qualified investors and offers to fewer than 150 persons in the UK (excluding qualified investors).
• Offers below £5 million – a change to the current de minimis threshold of €8 million. Private companies intending to raise in excess of this may do so via a public offer platform (POP).
• Offers made via a POP – this is a new exemption allowing private companies another route to making a public offer above the £5 million threshold. For a further explanation of POPs, see the section below.

Admissions to trading – prospectus requirement and exemptions

Unlike for public offers, the question of whether a prospectus is required will continue to be relevant for companies seeking admission of their shares to trading on a regulated market or MTF. In the POATRs, additional rule-making powers are delegated to the FCA to support the new regime.

Specifically, the FCA has been empowered to:

• set prospectus rules for securities admitted to trading on UK regulated markets; and
• establish requirements for MTF admission prospectuses, including provisions on withdrawal rights and liability guidance.

Further to the above, the FCA has published the Prospectus Rules: Admission to Trading on a Regulated Market sourcebook (PRM), which will replace the existing Prospectus Regulation Rules sourcebook in the FCA Handbook, and a new chapter (5-A) in its Market Conduct sourcebook (MAR) in respect of admissions to primary MTFs. Both of these will also take effect on 19 January.

Key aspects of these incoming changes to the FCA rulebook are summarised below.

New Prospectus Rules (PRM): admissions to a regulated market

An approved prospectus will still be required for the admission of transferable securities to trading on a regulated market, unless an exemption applies.

Further issuances

For companies with an existing listing of equity securities, the prospectus exemption for further issues up to a certain percentage level is retained, but in perhaps the most important change under the new rules, the threshold for requiring a prospectus for secondary fundraisings will be raised from 20% to 75% of the issuer’s existing share capital, and up to 100% in the case of equity securities issued by closed-ended investment funds.

This rule change has been long-since trailed and follows an initial recommendation in the UK Secondary Capital Raising Review, published in 2022. Its effect, alongside the public offer exemption for listed shares, will be to allow much larger share issues by listed companies without the time and cost implications of a further prospectus. The option for listed companies to prepare an approved prospectus on a voluntary basis, for example where new securities are being issued in the US, is retained.

Other rule changes

The new Prospectus Rules (PRM) also set out the content requirements for prospectuses and for the most part the existing requirements are retained.

Changes to the FCA’s prospectus content requirements are outside the scope of this article, but the introduction in the PRM of a new definition of ‘protected forward-looking statements’ (PFLS), and a more lenient liability threshold (based on fraud and recklessness) to be attached to protected PFLS than to the remainder of a prospectus’ content (based on a negligence standard), is notable – this is designed to encourage the increased disclosure of forward-looking information by issuers which, as the FCA notes, can be useful for investors. Issuers and advisers will still need to consider how to verify such statements and whether sponsors and underwriters will require any additional comfort.

Market Conduct sourcebook (MAR): admissions to a primary MTF

In respect of admissions to a primary MTF, the following are key points to note:

• All initial admissions to a primary MTF and reverse takeovers will require an admission prospectus, unless the MTF is restricted to qualified investors. The MTF operators will retain discretion over the content, review and approval process for MTF admission prospectuses.
• If the issuer is already listed on another exchange and is using the AIM Designated Market Route, or the AQSE Growth Market fast-track route, then no admission prospectus will be required. Exemptions may be allowed for expedited admissions to other primary MTFs.
• Generally, no prospectus will be required for further issuances, including the admission of a new class of securities by an existing issuer or the insertion of a new holding company above an issuer. There may, however, be instances where primary MTF operators still require an admission prospectus for secondary issues, even where FCA rules do not stipulate this.

Public offer platforms (POPs)

PS25/10 establishes operating a public offer platform, or POP, as a new regulated activity. A POP is a new trading platform permitted by the FCA for the purpose of allowing companies to offer securities ‘off-market’ in larger capital raisings ie above the £5 million threshold, without the requirement to produce a prospectus.

Included in the FCA’s Conduct of Business Sourcebook (COBS), also to be introduced from 19 January, is a new chapter (23) which governs the regulated activity of operating a POP. Key features include:

• Scope – POPs will be limited to primary issuances, ie first-time public offers. However, the FCA anticipates that secondary trading may follow via an MTF, the new PISCES sandbox, or bulletin boards.
• Due diligence – POP operators will need to conduct due diligence on issuers to assess their suitability and ensure that investors receive accurate and sufficient information. Issuers will be required to disclose core details, covering management, business models and risk factors, material contracts, financials and certain offer-specific information eg the target amount.
• Verification – POP operators will need to verify issuer disclosures and take reasonable steps to ensure the information is reliable. They must also assess whether the issuer will have adequate financial resources to operate for at least six months post-offer. If this threshold is not met, the operator cannot facilitate the offer.
• Disclosure – POP operators must, for each offer, provide investors with a disclosure summary, including both the issuer’s information and a description of the operator’s due diligence and appropriateness assessment. Once an offer period closes, no further disclosures will be required.

The rules are intended to provide greater flexibility for smaller and scaling companies to raise capital from a broader investor base, subject to proportionate regulation. The FCA expects that the platform will be of interest in particular to companies already accustomed to using crowdfunding platforms in order to scale up and make larger public offers.

Impact  

The new POATR regime, together with last year’s reforms to the FCA’s Listing Rules, provide a significant opportunity to strengthen London’s position as a leading global financial centre. By replacing legacy EU frameworks with UK-centred solutions and expanding investor access, these changes are designed to enhance market competitiveness and unlock new growth potential.

In particular, the new POATR regime aims to help revitalise market activity in London by making the capital-raising process more efficient and accessible for both issuers and investors – ultimately supporting better outcomes for market participants.

If you have any queries on the new POATR regime, please contact your usual contact at Penningtons Manches Cooper, or one of our listed contacts.

This article was co-written by Astor Chan, trainee solicitor in the IP, IT, and commercial team.