Travers Smith partner Tom Coulter has joined the voices expressing positive responses to the UK Financial Conduct Authority (FCA) decision to change the requirements around issuing prospectuses for companies seeking to raise capital.
Coulter, who is a partner in the Corporate M&A and ECM team at the law firm, commented: “We welcome today’s publication by the FCA of the final version of its new prospectus rules replacing the existing UK prospectus regime which will be implemented on 19 January 2026. The headline reform of raising the threshold requirement for a prospectus from 20% to 75% of a company’s existing listed shares will greatly reduce the occasions a company will be required to publish an FCA-approved prospectus outside of an IPO. This should accelerate the speed with which listed companies can access the capital markets and enhance their ability to execute larger secondary fundraises more efficiently and at much reduced cost than under the current prospectus regime, as well as enabling them to be more competitive in M&A processes.”
“Additional changes, including guidance on new complex financial history guidance and protected forward-looking statements to be published later this year, will provide issuers with greater flexibility in the financial and other information they disclose in prospectuses while offering them additional liability protections and at the same time, ensuring that the quality of disclosure for investors is maintained.
“We are hopeful that these new rules, together with last year’s implementation of the UK Listing Rules and other ongoing reforms to the UK’s capital markets ecosystem, will support London’s ambition to be the “Go To” European Capital Market.”
The FCA has further set out requirements in PS25/9: New rules for the public offers and admissions to trading regime.
The regulator stated: “The rules include the new Prospectus Rules: Admissions to Trading on a Regulated Market (PRM) sourcebook and amendments to the Market Conduct (MAR) sourcebook for firms operating primary multilateral trading facilities (MTFs). We are also making amendments to the UK Listing Rules (UKLRs) as well as other consequential changes.”
“We have also published PS25/10 on the new public offer platform, which is part of the POATRs regime.”
