FCA confirms new 75% threshold for further issuances

The FCA has today published final rules to implement the new public offers and admissions to trading regime (in PS 25/9, following its consultation in CP24/12).  The FCA expects the new rules to come into effect on 19 January 2026. 

While the FCA plans broadly to retain the existing UK Prospectus Regulation requirements on IPO, the new regime will introduce significant reforms – in particular the increased 75% threshold for further issues.  We summarise the key changes below.  We have discussed the implications of the increased threshold with many of our clients and fellow capital markets participants - for more information on the proposed prospectus regime changes please get in touch with your usual Freshfields capital markets contact.

Key points

• Further issues of shares: The threshold at which an existing listed issuer must publish a prospectus for a further issue of securities will be raised to 75% (from the current 20% - the new threshold will be 100% for closed ended investment funds).  No alternative document will be required for issues below this threshold, although issuers will need to meet their obligations to make disclosures to the market under UK MAR and the DTRs.  Issuers will retain the option to prepare a voluntary prospectus below the new threshold, allowing issuers to use an FCA-approved document to support their further issuances in the UK and cross-border, for example to engage the exemption from the UK financial promotion rules; an issuer will not be required to appoint a sponsor for a voluntary prospectus.  No additional rules will apply to a ‘rescue financing’ below the threshold.  Our ECM team has discussed these changes with a range of market participants and would be happy to follow-up to discuss the final form of the rules. 
• Other admission to trading prospectus exemptions: The new rules will broadly retain the current admission to trading prospectus exemptions.  The FCA plans to publish a Technical Note to provide guidance on the content requirements for takeover exemption documents later in 2025, and has amended the drafting of the exemption to clarify that schemes of arrangement are included in its scope.
• No change to working capital statement: The FCA has made no change to the existing requirement for a working capital statement, but plans to consult in the autumn on two proposals to amend its existing guidance.
• Further consultation on complex financial history guidance: In light of feedback that its original proposed guidance for companies with a complex financial history should provide greater clarity on the FCA’s expectations, the FCA plans shortly to consult on a revised Technical Note.
• IPO ‘six day rule’: An IPO prospectus will only need to be made public for a minimum of three working days (down from the current six).  This rule applies when an IPO is open to retail investors, with this change designed to encourage inclusion of a broad range of investors at IPO.  
• Prospectus summary: The new rules will permit a prospectus summary to include cross-referencing and will no longer require inclusion of an annex of financial information.  The maximum page length will be increased from seven to 10 pages.  
• Protected forward-looking statements: The FCA rules define the types of statements that will be ‘protected forward-looking statements’ (PFLS), and therefore subject to the reduced standard of prospectus liability based on recklessness.  The definition follows the plan set out in the FCA’s earlier consultation, with a three-part approach: a general definition that will apply to all PFLS disclosures; category-specific criteria; and broad exclusions with targeted exceptions.  The FCA will consult on a Technical Note on the preparation of financial and operational information in relation to PFLS.
• Climate-related disclosure: An issuer of equity securities or GDRs (excluding funds and shell companies) will be required to make new climate-related disclosures if it has identified climate-related risks as risk factors or where climate-related opportunities are material to its prospects.  If a transition plan has been published and its contents are material a summary should be provided as well as details of the plan and where it may be located and inspected.  There will also be optional disclosure to improve transparency of sustainability-labelled debt instruments.
• Changes to the UKLRs: The FCA is also proceeding with some changes to the UKLRs, in particular removing the further issuance listing applications process (as consulted on in CP25/2) and removing provisions relating to Listing Particulars.  An issuer in a relevant listing category should continue to appoint a sponsor on a further issuance prospectus where a prospectus is required.

The new regime also makes changes for debt issuers, in particular introducing a single set of minimum disclosure content requirements for non-equity securities that aligns the prospectus requirements for lower denomination retail bonds will those for higher denomination wholesale bonds.

Next steps

As noted above, the FCA expects the new rules to come into effect on 19 January 2026.  The new rules will be set out in the Prospectus Rules: Admissions to Trading on a Regulated Market (PRM), a new sourcebook within the FCA Handbook that will include detailed prospectus content requirement annexes.

The FCA plans to consult on additional Technical Note guidance in relation to climate-related disclosures, the takeover exemption, working capital statements and protected forward-looking statements later this year. The FCA also plans to consult in due course on Technical Notes relating to evergreen language in base prospectuses (reflecting forward incorporation by reference of historical financial information) and on the question of what transferable securities are to be considered fungible with transferable securities already admitted to trading.  Updates to the Knowledge Base will take place during 2025 and potentially in 2026 after the new rules are in force.