FCA publishes final rules on POATR framework and UK Listing Rules

The UK Financial Conduct Authority (FCA) has published final policy statement (PS25/9) to implement the new Public Offers and Admissions to Trading Regulations 2024 (POATRs), which will replace the UK Prospectus Regulation. The rules were previously consulted on in July 2024 and January of this year. The new POATR framework, which seeks to lower capital-raising costs and enhance the UK's regulatory competitiveness, includes the PRM sourcebook for admissions to trading on regulated markets and updates to the Market Conduct sourcebook for primary multilateral trading facilities (MTFs). It also makes changes to the UK Listing Rules and other related rulebooks.

The final PRM rules introduce several changes to the current prospectus requirements, listed below.

This includes:

• Raising the threshold for requiring a prospectus for further issuances from 20% to 75%, and up to 100% for closed-ended investment funds.
• Aligning disclosure requirements for lower and higher denomination bonds.
• Reducing the public availability period for IPO prospectuses from six to three working days, removing barriers to retail access.
• Introducing a definition for protected forward-looking statements (PFLS) under the new liability regime.
• Adding a climate-related disclosure rule for certain equity issuers and optional sustainability disclosures for labelled debt instruments.
• Removing Listing Particulars and making complementary changes to the UK Listing Rules to streamline requirements and reduce issuer costs.

The FCA has also made additional refinements to the PRM rules consulted on (not listed above). Complementary changes have also been made to the UK Listing Rules, such as the removal of Listing Particulars, to streamline requirements and reduce issuer costs. The FCA also finalises rules for primary MTFs confirm that an admission prospectus is required for initial listings and certain acquisitions, subject to exemptions. The final rules are set out in the following statutory instruments included in Appendix 1 of the policy statement: (i) Prospectus Instrument 2025; (ii) Prospectus (Consequential Amendments) Instrument 2025; and (iii) UK Listing Rules (Further Issuance and Listing Particulars) Instrument 2025. The instruments will enter into force on 19 January 2026. The FCA published these final rules alongside its policy statement containing final rules for firms operating public offer platforms.

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