UK Financial Conduct Authority consults on public offers and admissions to trading regime and UK Listing Rules

The UK Financial Conduct Authority (FCA) has published a consultation paper (CP25/2) on further changes to the public offers and admissions to trading (POAT) regime and the UK Listing Rules (UKLR). This was published alongside the FCA's consultation paper on proposed consequential changes and transitional arrangements in relation to the rules for firms seeking to operate a public offer platform. The proposals are designed to promote more efficient and effective capital raising for issuers and increase opportunities for investors. They also aim to complement the FCA's reforms to the UKLRs last year as part of ongoing work to ensure UK global competitiveness. The Public Offers and Admissions to Trading Regulations 2024 were made in January 2024, creating a new framework to replace the UK Prospectus Regulation and give the FCA greater discretion to set new rules.

The proposals addressed in the consultation include:

• Aligning prospectus requirements for non-equity securities to a single standard, based on the current disclosure requirements for 'wholesale' denominations, rather than having separate standards for lower denomination bonds.
• New guidance to define which (non-complex) low denomination corporate bonds issued by listed companies can be appropriate for the 'mass market'.
• Changes to the listings applications process for further issuances to reduce frictions, and to also support the proposals set out in its July 2024 POATR consultation (CP 24/12) to reduce regulatory intervention in such transactions.
• Removing Listing Particulars as a listing admission document to simplify the FCA's listing framework and better align with the POATR reforms.
• Consequential changes to the FCA Handbook, including transitional provisions, providing for and improving on rules proposed in CP 24/12.

The draft rules are set out in Appendix 1. Comments should be submitted by 14 March 2025, after which the FCA will aim to finalise the rules and publish a Policy Statement in summer 2025.

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