On 31 January 2025, the Financial Conduct Authority (FCA) issued Consultation Paper 25/2: Further changes to the public offers and admissions to trading regime and the UK Listing Rules (CP25/2).

Background

The FCA’s proposals in CP25/2 are intended to further support the new Public Offers and Admissions to Trading Regulations (POATRs) for companies admitting securities to regulated markets, following its earlier consultation (CP24/12).

In CP24/12, the FCA said that it would consult later further specific issues including disclosure requirements for low denomination bonds (below £100,000), inefficiencies in the listing application process for further issuance and the requirement to publish Listing Particulars when seeking admission of certain securities to a regulated market or listed multilateral trading facility market. Some of these further proposals had dependencies on revisions to the UK Listing Rules, which the FCA only finalised shortly before its initial POATRs consultations.

Proposals

In summary, the FCA proposals in CP25/2 include:

  • Aligning prospectus requirements for non-equity securities to a single standard which is based on the current disclosure requirements for ‘wholesale’ denominations, rather than having separate standards for lower denomination bonds.
  • New guidance that defines which certain (non-complex) low denomination corporate bonds issued by listed companies can be appropriate for the ‘mass market’.
  • Changes to the listings applications process for further issuances to reduce frictions and support the proposals from CP24/12 to reduce regulatory intervention in such transactions.
  • Removing Listing Particulars as a listing admission document to simplify the listing framework and better align with the POATRs reforms.
  • Consequential changes to the Handbook, including transitional provisions, providing for, and improving on rules proposed in CP24/12.

Next steps

The deadline for responding to CP25/2 is 14 March 2025.

The FCA aims to finalise rules and publish a policy statement in summer 2025.