Key takeaways
Prospectus threshold raised to 75%
Companies can now issue more shares without triggering full disclosure requirements.
New Rules streamline capital raising
Shorter timelines and reduced admin support faster market access.
Climate and sustainability disclosures evolve
New standards aim to improve transparency and investor confidence
17 July 2025
FCA amends the 20% Rule
Following its consultation last year, the Financial Conduct Authority (FCA) has now published its final rules overhauling the UK prospectus regime. The new regime, which comes into effect on 19 January 2026, is designed to facilitate more efficient capital raising, reduce regulatory burdens and enhance the UK’s competitiveness as a listing venue.
The reforms aim to simplify the process for companies accessing public markets, while also improving investor access and market transparency.
Some key changes to note:
Listed companies will only be required to publish a prospectus when issuing shares exceeding 75% of existing share capital (up from its current 20% level). This change is expected to significantly reduce the cost and administrative burden of follow-on offerings.
The minimum period between prospectus publication and IPO has been reduced from six to three business days for offers to the public enabling companies to list more quickly and improving retail participation.
Minor changes have been made to the prospectus summary to increase the maximum number of pages and reduce contents requirements.
A definition has been introduced for the types of statements that will be subject to the liability regime for protected forward-looking statements providing issuers with greater legal certainty.
Issuers will be required to notify the market for further issuances.
Certain issuers will be subject to new climate-related disclosure obligations, with optional disclosures available for sustainability-labelled debt instruments.
A single disclosure standard will apply to all corporate bond prospectuses, simplifying access to retail investors across both large and small issuances.
In addition to the new Prospectus Rules: Admissions to Trading on a Regulated Market sourcebook, the FCA has amended the Market Conduct sourcebook for firms operating multilateral trading facilities. The FCA is also making amendments to the UK Listing Rules (including the removal of Listing Particulars) and other consequential changes. The FCA plans to consult later this year on additional guidance relating to the takeover exemption, climate disclosures, working capital statements and protected forward-looking statements.
The FCA has also introduced a new Public Offer Platform (POP) enabling companies to make larger offers of shares or bonds without a lengthy prospectus above £5million. The new POP regime will also come into effect on 19 January 2026.
Next Steps
Companies considering capital markets activity should begin assessing how these changes may impact their fundraising strategies and disclosure obligations. For tailored advice or further information please get in touch with our team.
