Prospectus regime – FCA follow-up consultation on the new public offers and admissions to trading regime

The FCA has published CP25/2 which seeks to address inefficiencies in the listing application process for further issuances.

The proposals form part of the wider reform of the prospectus regime and follow the FCA’s consultation CP24/12, published in July 2024, on the detail of the new public offer and prospectus regime. See our blog post here for more information.

Changes being consulted on by the FCA in CP25/2 include:

• No application for admission to the Official List for further issuances – Listed issuers would not be required to make a listing application to admit further securities to the Official List when issuing more securities of a class that is already listed. The current further issuance and block listing application processes would be removed entirely from the UKLRs. The application to the FCA at the time of initial listing would cover the listing of all securities of the class, including future issuances of securities of the same class. Issuers will still need to apply directly to the London Stock Exchange (or other relevant recognised investment exchange) to admit their listed securities to trading. 

• Pricing statement replaced with announcement – The obligation on the issuer to submit a pricing statement form to the FCA in relation to a placing/offer would be replaced with an obligation to make an enhanced announcement. This would cover broadly the same information as required in the current pricing statement form, but would not need input or review from a sponsor. 
• Sponsor role further reduced – Issuers would no longer need a sponsor to make a listing application for a further issuance of shares. There would therefore no longer be a mandatory sponsor role for further issuances which are below the prospectus threshold once the new prospectus rules come into force (unless a sponsor is required for another reason under UKLR 4.2.1).

The FCA has also published CP25/3 on the new regulated activity of operating a public offer platform, as part of the wider prospectus reforms. 

The consultation closes on 14 March 2025, and the FCA anticipates publishing its final rules in summer 2025.