CP25/2: Further changes to the public offers and admissions to trading regime and the UK Listing Rules

Read CP25/2 (PDF)[1]

Why we are consulting

In this consultation paper (CP) we propose changes to our rules to align disclosure requirements for low denomination bonds with those for higher denominations to make capital raising easier for issuers. We also propose changes to our UK Listings Rules to make them more efficient for companies issuing further securities and to remove Listings Particulars to streamline our rules.

This follows our engagement on the POATRs and the publication of CP24/12[2], alongside our final Listing Rule reforms, where we said we would consult later on certain issues. 

The proposals in this CP address:

• disclosure requirements for low denomination bonds (below £100,000)
• inefficiencies in the listing application process for further issuances
• the requirement to publish Listing Particulars when seeking admission of certain securities to a regulated market or listed multilateral trading facility (MTF) market
• consequential changes to our Handbook, including transitional provisions, providing for, and improving on, rules proposed in CP24/12

Taken together, these proposed changes aim to further promote efficient and effective capital raising by companies across debt and equity capital markets in the UK, and encourage wider access for investors to investment opportunities.

We have also published CP25/3[3], which consults on further proposed consequential changes and transitional arrangements for the new regulated activity of operating a public offer platform, as part of the wider POATR reforms.

Who this is for

• Issuers with securities admitted to trading to a UK regulated market or a listed MTF (i.e. the London Stock Exchange’s Professional Securities Market)
• Prospective issuers considering submitting an application for admission of securities to trading on a UK regulated market or a primary MTF 
• Investors in securities admitted to a UK regulated market or a primary MTF
• Companies currently listed in or considering a listing in the UK
• Investment advisors, brokers and other intermediaries
• Law firms advising on requirements for admission to a UK regulated market or a primary MTF
• Accountancy firms
• Investment banks and other companies involved in the process of admitting securities to a UK regulated market or a primary MTF
• The advisory community that advises issuers seeking admission to listing on their obligations under UKLR, including sponsor firms and law firms
• Sponsors
• Relevant trade bodies
• Professional bodies, academics and other interested parties
• UK exchanges and operators of regulated markets and markets for listed securities

Next steps

Online response form[4]

Please respond to this consultation paper using our online response form[4] or by emailing [email protected] by 14 March 2025.

We aim to finalise rules and publish a policy statement in summer 2025.

Background

The final POATRs[5] were made by Parliament in January 2024. They provide a new framework to replace the UK Prospectus Regulation and give us greater discretion to set new rules.

In July 2024 we published CP24/12[2] with proposals for the regulations relating to admissions to regulated markets and primary MTFs. At the same time, we also published proposals on rules to support the new regulated activity of operating a public offer platform in CP24/13[6].

Both consultations followed our earlier Engagement Papers[7] published in 2023 in advance of the finalised POATR legislation.