The FCA has confirmed a package of reforms aimed at reducing costs for companies raising capital and expanding access to investment opportunities for retail investors.
The changes are part of a broader effort to simplify the UK’s capital markets regime and support economic growth.
Under the new rules, companies that are already listed will no longer be required to publish detailed prospectuses when issuing additional shares, except in limited cases. The threshold for triggering a prospectus requirement has been raised from 20% to 75% of existing share capital. The FCA estimates this reform will reduce costs for UK-listed companies by approximately GBP 40 million annually.
The reforms also shorten the timeline between the publication of a prospectus and the launch of an initial public offering (IPO) from six days to three. This aims to streamline the listing process and facilitate faster access to public markets for businesses, while also removing barriers for retail investors to participate in IPOs.
In the area of fixed income, the FCA has introduced a single disclosure standard for corporate bond prospectuses. This change applies to both large and small bond issuances and is designed to simplify the process for companies and encourage issuance in smaller denominations, making bonds more accessible to retail investors. The regulator views corporate bonds as an important option for individual investors seeking income, particularly in later life.
The regulator has also outlined the framework for new Public Offer Platforms (POPs), which will allow companies to raise capital from a wider pool of investors without the need for a full prospectus. Offers made through these platforms can exceed the current GBP 5 million threshold and will be facilitated by authorised firms. The intention is to provide smaller growth companies with an efficient alternative route to funding, outside of traditional public markets.
The changes form part of the FCA’s broader programme to modernise the UK’s capital markets, shifting the focus from pre-emptive regulatory checks to greater transparency through market disclosures.
New rules signal UK regulatory shift
The FCA’s latest prospectus and listing reforms are a key manifestation of the UK's post-Brexit strategy to recalibrate its regulatory regime and reassert its position as a globally competitive financial centre. These changes align with the Edinburgh Reforms, unveiled by the UK government in December 2022, which set out a blueprint for reviving the City’s dynamism through a more agile, home-grown regulatory framework. By simplifying disclosure requirements, cutting red tape for secondary capital raisings, and expanding access to retail investors, the FCA is operationalising the government’s ambition to shift from an EU-inherited, precautionary approach to one that prioritises market outcomes and innovation. The reforms reflect a broader pivot toward a disclosure-based regime, with regulators expected to focus more on transparency and less on front-end gatekeeping.
More strategically, the changes serve as a signal that the UK is willing to diverge from the EU’s Capital Markets Union in favour of a more flexible, principle-based model tailored to domestic growth priorities. The emphasis on quicker IPO timelines, reduced documentation, and greater retail access also addresses long-standing concerns about the declining appeal of London’s capital markets. As such, the FCA’s reforms are not just procedural but geopolitical: they aim to reconfigure the UK’s regulatory identity in a competitive global landscape where financial hubs are increasingly vying for high-growth, tech-driven listings. In doing so, the UK is testing the proposition that regulatory divergence can be a strategic advantage rather than a risk.
