Prospectus Rules: Admission to Trading on a Regulated Market: Key changes for equity capital markets

The FCA has finalised its new Prospectus Rules: Admission to Trading on a Regulated Market sourcebook. These rules deal with prospectuses in the context of admission to trading on a regulated market, including when a prospectus is required and what it must contain.

Many of the rules will be familiar from the current regime. For example, the required contents of a prospectus are largely unchanged. One significant change is to the threshold at which a prospectus is required on a secondary share issue – this has been increased from 20% to 75% of existing listed share capital for most issuers. The aim of the change, the FCA has noted, is to reduce burdens on UK listed companies raising further capital and to keep pace with other global listing venues.

The rules will apply alongside the Public Offer and Admission to Trading Regulations 2024 (briefing here) and both will come into force on 19 January 2026, replacing the UK version of the EU Prospectus Regulation which was “onshored” at the point of Brexit in 2020.