PS25/9: New rules for the public offers and admissions to trading regime

Read PS25/9 PDF[2]

On 19 January 2026, new rules came into force making it easier for companies to raise capital in the UK and reduce costs when admitting securities to UK public markets.

These rules implement the Public Offers and Admissions to Trading Regulations 2024 (POATRs) as well as the framework for the Public Offer Platform Regime.

Final rules for the public offer platform which is part of the POATRs regime were set out in PS25/10[3].

From 19 January 2026, firms are able to use the authorisation gateway to apply to become authorised as Public Offer Platform (POP) operators. Non-authorised persons and firms wishing to carry out the regulated activity of operating a POP should see our authorisations information for consumer investments firms. 

Already authorised firms intending to add the POP activity to their permission should see our variation of permission information.

We encourage authorised and non-authorised firms intending to apply for the POP activity to use the pre-application support service (PASS).

There is additional POATRs guidance about the takeover exemption, climate-related disclosures, working capital statements and protected forward-lo. This follows consultation in Primary Market Bulletin 58[4].

Why we are changing

As well as being easier for companies to raise capital in the UK and reduce costs, the final rules promote wider participation in capital markets for smaller investors and improve the relative competitiveness of our regulation compared to other jurisdictions.

The rules include the new Prospectus Rules: Admissions to Trading on a Regulated Market (PRM) sourcebook and amendments to the Market Conduct (MAR) sourcebook for firms operating primary multilateral trading facilities (MTFs). We’ve also made amendments to the UK Listing Rules (UKLRs) as well as other consequential changes.

The POP regime allows smaller and scaling companies to raise capital by offering securities outside a public market to a broad investor base, including retail consumers, while supporting our consumer protection and market integrity objectives.

Who this is for

• Issuers with securities trading on a UK regulated market or a primary multilateral trading facility (primary MTF), including an MTF for listed securities, ie the London Stock Exchange’s Professional Securities Market (PSM).
• Prospective issuers considering applying for admission of securities to trading on a UK-regulated market or a Primary MTF including the PSM and others.
• Companies considering making a public offer.
• Investment banks and other firms that advise issuers and are involved more broadly in the process of admitting securities to a UK-regulated market or a primary MTF and making public offers.
• Investors and potential investors in securities trading on a UK-regulated market or a primary MTF or in unlisted / ‘off-market’ securities.
• Relevant trade bodies for issuers, investors and their advisers.
• UK exchanges and operators of UK-regulated markets and primary MTFs for listed and non-listed securities.
• Firms who may consider becoming POP operators, such as crowdfunding operators or corporate finance firms.

Next steps

We intend to consult on perimeter guidance for the public offer regime later this year to help firms understand the boundaries of this regime.

The intention is to ensure consistent standards across the market given the expansion of the regime to include non-transferable debt securities will bring new firms into scope who may have lower standards of conduct compared with firms issuing transferable securities.

Further work to update, amend or delete other prospectus-related material in the FCA’s Knowledge Base will also continue into 2026.

Background 

The Public Offers and Admissions to Trading Regulations 2024 (POATRs) were made in January 2024, following recommendations in the UK Listing Review and the Treasury’s Prospectus Regime Review consultation in 2021. The new regime replaces the UK Prospectus Regulation.

In 2023, prior to the legislative framework being finalised, we sought input from market participants via a series of engagement papers on our approach to rules to implement the POATRs framework.

Following this, we consulted in July 2024 (CP24/12) and January 2025 (CP25/2) on draft rules for admitting securities to regulated markets, our approach to primary MTFs, and further streamlining improvements to the UK Listing Rules, as well as general consequential changes.

At this time, we also consulted in CP24/13 on proposals for regulating the new activity of operating a POP, and in CP25/3 on further proposals to support the implementation and operation of the POP regime.

We published PS 25/9 and PS 25/10 on 15 July 2025. These summarise feedback, our responses to the consultation and include our final rules.

In 2025, to enable already authorised firms to operate a POP while their Variation of Permission requests are being determined by us, the Treasury also published the Public Offers and Admissions to Trading (Amendment and Consequential and Transitional Provisions) Regulations 2025. This included an interim permission regime and made amendments to the POATRs and other enactments in connection with it.