Proposed change to Public Offers and Admissions to Trading Regime and the UK Listing Rules

Introduction

The FCA has recently issued CP25/2 to get opinions from the sector regarding proposed changes in Public Offers and Trading Regime admissions as well as UK Listing Rules. These proposed changes are intended to promote more efficient and effective capital raising for issuers and increase opportunities for investors, thereby strengthening the UK’s position as a global financial centre.

Proposed Changes

The consultation proposes a number of changes on which firms can provide feedback. These are as follows:

• Aligning non-equity securities prospectus requirements to a single standard based on the current ‘wholesale’ denominations;
• Defining certain (non-complex) low denomination corporate bonds issued by listed companies are appropriate for the ‘mass market’;
• Changing the listings application process to reduce friction and support CP24/12 propositions to reduce regulatory invention in those Public Offers and Admission to Trading Regulations (POATRs) transactions;
• Proposing to remove Listing Particulars as listing admission document to simplify the listing framework and align with the POATRs reform; and
• Updating the Handbook, including transitional provisions provided through (and improving on) rules proposed in CP24/12.

Desired Outcomes

These proposed changes seek to enhance the sector and provide more proportionate and effective regulations to help build on the Listing Rules reform. The outcomes that the FCA is striving for are as follows:

• Reduce inefficiencies in the non-equity securities market by removing additional disclosure requirements for low denomination bonds in comparison to higher denomination bonds;
• Boost admission of low denomination bonds through reducing costs for issuers thereby enhancing access for retail investors and smaller funds of such investments;
• Reduce inefficiencies in listing applications process and Listing Particulars to reduce costs for issuers and advisors; and
• Boost market effectiveness and market integrity alongside international growth and competitiveness.

Next Steps

The consultation closed for responses on the 14^th March 2025. Based on the responses provided, the FCA will present a policy statement in due course, with this expected to be published in summer 2025.

How can Complyport Help

Complyport can help firms understand the FCA’s proposals once finalised, as well as assessing the impact of these changes to your firm. We can support your firm by providing:

1. Regulatory Guidance: helping understand the FCA’s expectations and providing expert advice on the relevant regulatory requirements;
2. Ongoing Support: providing ongoing support to ensure that your firm remains compliant as regulations evolve;
3. Compliance Review: Review compliance procedures to ensure compliance with the FCA’s rules and provide feedback on how the proposed changes may affect your firm; and
4. Horizon Scanning: Provide updates on an ongoing basis of upcoming regulatory change or current themes to take into account.