Updates on new public offers regime

On 15 July 2025, the Financial Conduct Authority (FCA) published two Policy Statements which confirm upcoming changes to the public offers regime as part of the Public Offers and Admissions to Trading Regulations 2024 (POATR).

The POATR will replace the UK Prospectus Regulation (UKPR) and PS25/9 confirms the new rules to implement POATR. These include the Prospectus Rules: Admission to Trading on a Regulated Market (PRM) sourcebook which largely tracks the current prospectus requirements under the UKPR but includes the following key amendments.

1. A prospectus will only be required for the further issuance of 75% of securities already admitted to trading (this threshold is up from 20%)
2. A prospectus will only need to be publicly available for IPOs for three working days (reduced from six working days)
3. There will be a single disclosure standard for corporate bond prospectuses, covering large and small bonds

The FCA anticipate that the change set out at point 1 above alone will reduce the cost for UK companies seeking new funds by £40m., whilst point 3 is expected to make it easier for corporate bonds to be issued in smaller sizes which in turn will support retail investment.

PS25/10 then finalises the rules for the new public offer platform (POP) regime. This is another feature of the POATR and it will allow companies to make larger share offers of over £5m. outside a public market via an authorised firm to a broad investor base, including retail customers.

The PRM and associated rules to implement the POATR, including the new POP regime, will come into force on 19 January 2026.

If you would like to discuss this update, please speak to your usual Burges Salmon contact, Nick Graves (Head of the Corporate Department),  AJ Venter (Partner, Corporate and M&A), Guy Francis (Director, Corporate and M&A) or Charlotte Hamilton (Senior Associate, Corporate and M&A).

'These bold shifts promote innovation, lower costs, and enable a broader investor base for growing businesses. They are the latest in a programme of reforms shifting the balance from pre-emptive checks to market disclosures. Our capital markets are world leading. They're our economic engine, and we want to keep them roaring in support of sustained growth and prosperity for the whole country.' Simon Walls, executive director of markets at the FCA.