Key takeaways
Removing the research delays constraint
Could allow connected research alongside the approved prospectus.
Ending equal information requirements
Would remove mandatory access for unconnected analysts.
Streamlining IPO execution process
Aimed at reducing timelines, costs and market exposure.
The FCA has recently published CP26/14: Changes to information flows for UK equity IPOs | FCA, consulting on amendments to the rules governing IPO research and analyst engagement.
In the IPO context, pre‑deal research is typically produced either by banks/brokers that are advising the issuer (‘connected research’) or by firms that are not involved in the transaction and distribute analysis independently to their own client base (‘unconnected research’). The FCA proposes to remove the mandatory delay between the publication of an approved registration document or prospectus and connected research in respect of Main Market transactions, and also remove the associated requirements for firms to ensure issuers provide equivalent information to unconnected analysts. The proposals are intended to streamline the IPO process by reducing timing constraints, execution risk and administrative burden, while preserving the core framework for managing conflicts of interest and ensuring investors have access to reliable disclosure.
For companies considering a listing in London, and for those advising and supporting IPOs, the consultation signals a shift towards greater flexibility over transaction sequencing and reduced exposure to market risk during the public phase.
Why the rules are being revisited
The current framework was introduced in 2018 to address perceived risks around connected research being the focus of investor attention rather than the prospectus and to encourage greater availability of independent analyst coverage during IPOs. This regime includes:
a requirement for an FCA approved registration document or prospectus to be published before connected research.
a mandatory minimum seven-day delay before connected research can be released after publication of the registration document if there is no unconnected analyst briefing to give time to unconnected analysts to produce their research.
an option to shorten the mandatory period by sharing information with unconnected analysts at the same briefing as connected analysts.
In practice, market experience since 2018 suggests the regime has not achieved its intended outcomes. While the rules operate effectively from a technical compliance perspective, they have reshaped IPO timetables, particularly by extending the public phase, and have not resulted in a meaningful increase in unconnected research, especially outside the largest deals. Also, issuers have rarely, if ever, used the option to hold a joint briefing with connected and unconnected analysts. This is due to commercial considerations and the increased risk of deals being inadvertently leaked. As a result, the UK IPO process has become longer and more exposed to market volatility, with timelines often exceeding those seen in comparable markets. On smaller cap deals due to the cost of preparing a split prospectus, issuers have often declined to commission research.
The FCA’s proposed changes
Two of the principal changes proposed by the consultation include:
Removal of the mandatory delay for connected research
The FCA proposes removing the seven day waiting period between publication of an approved registration document or prospectus and the release of connected research. Research could instead be published at the same time as the approved document.
Removal of mandatory equal-information requirements
The existing requirement for issuers to engage with unconnected analysts and provide equal information is being removed. Engagement with unconnected analysts would revert to a commercial and transaction specific decision.
Practical implications of the proposals for IPO execution
Shorter and more resilient timetables
One of the most significant practical effects of the current rules has been the effective extension of the IPO public phase at a critical point in the transaction lifecycle. The FCA recognises that this has increased exposure to external market events and valuation risk, particularly in volatile conditions.
The proposed reforms would allow IPOs to progress through the market-facing phase more efficiently, improving execution certainty and aligning the UK more closely with comparable markets.
Reduced cost and complexity
Smaller cap deals can publish research without the increased cost of a split prospectus which requires a twin track FCA approval process, additional verification and supporting processes. This is likely to increase the use of research to enhance investor education on smaller deals.
Moving away from a one‑size‑fits‑all model
Recent listing reforms have broadened the range of companies eligible for the Main Market, including smaller commercial issuers that may not attract extensive unconnected research coverage. A regulatory framework that assumes broad independent analyst participation is often misaligned with the realities of these transactions.
The removal of mandatory unconnected analyst processes allows IPO structures to be tailored to the issuer’s size, sector and investor base.
The continuing role of research
The consultation also recognises that investment research remains an important source of information for investors, particularly in providing analytical and forward looking perspectives that may not be reflected fully in formal disclosure.
Although the recent prospectus reforms introduce protected forward looking statements, issuers, especially at the smaller end of the market, are likely to remain cautious around forecasts of future financial performance. Research therefore continues to play a useful role in supporting investor understanding, even where the regulatory framework becomes less prescriptive.
Potential areas for further change
While the FCA is not currently proposing to change the requirement for an approved prospectus or registration document before research publication, the consultation explicitly invites discussion on whether further reform may be appropriate. The FCA also accepts that if the proposed changes are implemented, the joint Association for Financial Markets in Europe/Euro IRP guidelines need revising.
The consultation highlights ongoing debate around whether greater flexibility in the sequencing of research and prospectus publication, subject to appropriate safeguards and blackout periods, could further reduce friction and cost, particularly when viewed against the frameworks in other major listing venues.
Conclusion
CP26/14 represents a meaningful step towards a more competitive and execution friendly UK IPO regime. By removing mandatory delays and prescriptive information sharing requirements that have not delivered their intended benefits, the FCA’s proposals address longstanding concerns around timing risk, cost and proportionality.
For companies assessing a listing, and for those supporting IPOs, the direction of travel is clear: greater flexibility, fewer procedural constraints, and a framework that more closely reflects how IPOs are executed in practice.
The consultation closes on 29 May 2026, with final rules expected to follow once the FCA has considered stakeholder feedback.
If you’d like any further guidance on these proposed reforms, please contact our Equity Capital Markets team.
