UK Puts Overhauled Prospectus Regime Into Force To Speed Capital Raising

Overview

• For listed companies, the prospectus trigger for secondary issuances has risen to 75% of issued share capital within 12 months, sharply reducing documentation on most follow-ons.
• IPOs on UK regulated markets still require an FCA‑approved prospectus, with the pre‑publication window cut to three working days to allow simultaneous retail and institutional offers.
• The regime now bans public offers unless an exemption applies, updates existing carve‑outs and introduces a Public Offer Platform, with the FCA finalizing guidance to support implementation.
• A new protected forward‑looking statements category applies a higher recklessness or dishonesty liability standard to encourage clearer projections and plans.
• The FCA cites early feedback that deals are now feasible under the rules and estimates about £40 million in annual savings for issuers, while lawyers note US securities requirements still limit cross‑border offerings.