PS25/10: Final rules for public offer platforms

Read PS25/10 (PDF)[1]

Why we are changing

We are finalising rules to support the new regulated activity of operating a POP. Firms operating a POP will allow companies to raise capital by offering securities outside a public market to a broad investor base, including retail consumers.

Our final rules create the new regime for POP operators, which will apply to all firms who hold the FCA permission to carry out this new regulated activity.

Our rules aim to:

• Provide greater flexibility for smaller and scaling companies to raise capital from a broader investor base, subject to proportionate regulation.  
• Support growth by encouraging larger ‘off-market’ capital raisings in a way which supports our consumer protection and market integrity objectives.  
• Allow companies that already raise smaller funding amounts on investment-based crowdfunding platforms to continue to grow by making larger public offers of securities as they develop and scale their businesses.
• Allow smaller investors to choose to maintain their exposure to those issuers subject to their risk appetite. 

Who this is for

• Companies who are considering making a public offer
• Firms who may consider becoming POP operators (such as crowdfunding operators or corporate finance firms)
• Investors
• Investment advisors
• Law firms advising on public offers
• Accountancy firms
• Other firms or professional bodies involved in public offers
• Trade associations and groups representing any of the above
• Academics and other stakeholders interested in capital markets

Next steps

The new POP regime will come into force on 19 January 2026, alongside the broader Public Offers and Admissions to Trading Regulation 2024 (POATRs[2]) framework.  

The Treasury has published the Public Offers and Admissions to Trading (Amendment and Consequential and Transitional Provisions) Regulations 2025[3], which set out an interim permission regime enabling already authorised firms to operate a POP while their Variation of Permission requests are being determined by us. The authorisation gateway is planned to open on the same day the POATR framework and POP regime come into force.

In the meantime, we encourage firms considering applying for the new POP permission to engage early with us via our pre-application support service[4].

We may communicate further with firms ahead of implementation, to ensure readiness for the new regime.

Background

The POATRs, made in January 2024, will replace the UK Prospectus Regulation. 

In July 2024, we published CP24/13 (PDF)[5] setting out our main proposals for how we intended to regulate the new regulated activity of operating a POP.  

In January 2025, we consulted in CP25/3 (PDF)[6] on further proposals to support the implementation and operation of the POP regime. We also outlined our initial thinking on an interim permission regime for firms.  

The POATRs, alongside our final rules in this Policy Statement and in our related final rules for admissions to trading in PS25/9[7], will significantly change how we regulate public offers and admissions of securities to trading on regulated markets and primary multilateral trading facilities (primary MTFs).