Read more about the new framework that will replace the UK prospectus regime, our work in this area and ways we plan to hear your views.
As part of the Government’s Edinburgh reforms[2] the Treasury has published a draft statutory instrument[3] setting out a new regime for public offers and admissions to trading on UK public markets.
Our role
Under this new regime we can reshape regulation to better meet the needs of issuers and investors in line with our commitment to strengthen the UK’s position in global wholesale markets.
We want to ensure our future rules promote efficient and effective primary markets for companies accessing public markets for the first time and when raising further capital, and ensure investors have the right information to invest with confidence.
We will have greater discretion on whether and how to set requirements for a prospectus for issuers seeking admission to trading.
We also need to consider how issuers may include forward-looking information in these prospectuses.
What we need to consider
Based on the draft legislation there are a number of areas of focus for our engagement and where we are likely to make future rules.
These include:
- whether or how to set prospectus requirements for companies seeking admission of their securities to trading on regulated markets
- whether or not to set prospectus requirements on issuers raising further capital on UK regulated markets
- how issuers may include forward-looking information in prospectuses
- how we may approach setting prospectus requirements for issuers seeking to admit securities to junior markets (MTFs)
- what rules we should set for firms that choose to operate a ‘public offer platform’ to allow companies to raise capital from investors without being admitted to a public market
Feedback from engagement
We launched an engagement process in May 2023. We published 6 Engagement Papers, and also held a series of roundtable focus groups and follow-up meetings during the summer and early autumn.
The deadline for written submissions was 29 September 2023. We received 41 responses as well as the feedback received during our outreach events and meetings.
We have now published our summary of the feedback[4] we received.
If you would like to discuss anything about our engagement process, please email [email protected].
Engagement papers
Here are the Engagement Papers we published:
- Admission to trading on a regulated market – Engagement Paper 1[5]
- Further issuances of equity on regulated markets – Engagement Paper 2[6]
- Protected forward-looking statements – Engagement Paper 3[7]
- Non-equity securities – Engagement Paper 4[8]
- The public offer platform - Engagement Paper 5[9]
- Primary multilateral trading facilities - Engagement Paper 6[10]
Consultation papers
In July 2024 we published CP24/12[11], setting out our proposals on the new public offers and admissions to trading regime, and CP24/13[12], on the new public offer platforms. These consultations are now closed.
On 31 January 2025 we published:
- CP25/2: Further changes to the public offers and admissions to trading regime and the UK Listing Rules[13]
- CP25/3: Consultation on further proposals for firms operating public offer platforms[14]
We invite comments on these consultation papers by 14 March 2025. Use the links above to find out more about the proposals and how to respond.
Contact us
If you have any questions or comments, please email: [email protected]
