UK's Financial Conduct Authority (FCA) has published final rules to simplify the prospectus and public offers regime, aiming to lower issuance costs, speed up retail-accessible IPOs and make it easier for companies to raise funds through both equity and corporate bonds. For listed companies raising additional equity, a prospectus will no longer be required except in limited circumstances, with the prospectus trigger for further share issues increased to 75% of existing share capital from 20%, which the FCA estimates will save UK companies around GBP 40 million per year. For IPOs that include the wider public, the window between prospectus publication and coming to market is reduced to three days from six. The FCA also sets a single disclosure standard for corporate bond prospectuses across large and small issues, intended to support smaller, more investable bond sizes for retail investors. In addition, new public offer platforms will allow offers of shares or bonds above GBP 5 million to be made to a broad investor base outside public markets via an authorised firm, without a lengthy prospectus. The reforms are set out in Policy Statements PS25/9 and PS25/10, following prior FCA consultations on prospectus reform, public offer platforms and facilitating lower-denomination corporate bonds.
Financial Conduct Authority 2025-12-05
UK's Financial Conduct Authority finalises prospectus and public offer reforms including a 75% further-issue threshold and new public offer platforms
The Financial Conduct Authority (FCA) has finalized rules to simplify the prospectus and public offers regime, aiming to reduce issuance costs and expedite retail-accessible IPOs. Key changes include raising the prospectus trigger for additional equity issues to 75% of existing share capital and reducing the IPO window to three days. The FCA also introduces a single disclosure standard for corporate bond prospectuses and new public offer platforms for shares or bonds over GBP 5 million.