Following Lord Hill’s UK Listing Review (March 2021), which looked at the future of the UK listing regime, various bodies have proposed extensive reforms to the UK capital markets landscape which all take forward Lord Hill’s proposals. See The UK listing review – seizing the opportunity for reform? for more information on Lord Hill’s proposals.
On 29 July 2024, the FCA’s final rules relating to the UK Listing Review came into force, creating a new structure for the UK Listing regime and new UK Listing Rules (UKLR). But much remains to be done, including finalisation of reforms to the UK prospectus regime (see below).
Short summaries of the subsequent consultation and discussion papers and links to our insights on those are set out below.
UK Prospectus Regime Review
December 2021 – HM Treasury published a summary of the responses it received to the consultation. See UK Prospectus Regime Review: HMT hints at direction of travel.
July 2021 – HM Treasury published a consultation on the UK prospectus regime which takes forward some of the recommendations from Lord Hill's UK Listing Review Report, including that the Government carry out a fundamental review of the UK's prospectus regime. The consultation closed on 17 September 2021. Any changes to the prospectus regime will be in a two-stage process: a further HM Treasury consultation followed, if a decision is made to proceed, by legislation; and FCA review and consultation on new rules. See UK prospectus regime - HMT publishes its consultation paper.
March 2022 – HM Treasury published the policy approach that will be taken to reform the UK's prospectus regime following its July 2021 consultation and a press release. See HMT Outcome of UK Prospectus Review.
July 2023 – the FCA published two further engagement papers on the public offer platform and primary MTFs. See UK Prospectus reform: public offer platforms and MTFs.
May 2023 – the FCA published four engagement papers on admission to trading on a regulated market; further issuances of equity on regulated markets; protected forward-looking statements and non-equity securities. See UK Prospectus reform; FCA engages on streamlined approach.
July 2024 – the FCA published two consultation papers, CP24/12 and CP24/13, on the new Public Offers and Admissions to Trading Regulations regime and the public offer platform. See Prospectus regime reform: FCA proposes radical change
June 2025 - the FCA has published final rules relating to PISCES. See "Pisces - charting a new course?"
July 2025 - the FCA has published PS 25/9 setting out the final prospectus rules which come into force on 19 January 2026. See “Rewriting the Rulebook: bold changes to the UK prospectus framework for equity issuers”
July 2025 – the FCA has published PS 25/10 setting out the final rules for public offer platforms
UK Listing Review
May 2022 - the FCA put forward for discussion its vision for a new single listing segment for equity shares of commercial companies (DP22/2) in response to CP21/21. See FCA publishes discussion paper on the purpose of the UK listing regime.
March 2023 - Nikhil Rathi FCA CEO, gave a speech indicating the FCA’s direction of travel. See Bear with the FCA – changes are a-comin’.
May 2023 – the FCA published CP23/10 setting out proposals to make the UK public markets a more attractive place to list companies. See UK Listing reforms: FCA asks investors to embrace greater risk.
Dec 2023 - the FCA published CP23/31, following on from the CP23/10 proposals, and including draft rules. See UK listing reforms: new year, new capital markets?
March 2024 - The FCA published a draft listing rules instrument which includes draft rules for international secondary listings. See UK Listing Reforms: international listed companies.
July 2024 – the FCA published PS24/6 setting out the final UKLR. See The New UK Listing Rules: What do they mean for you?
Secondary Capital Raising Review
12 October 2021 - HM Treasury announced the launch of the UK Secondary Capital Raising Review, an expert group to be convened and chaired by Mark Austin. This review, established in response to Lord Hill’s proposals, will consider how to improve secondary capital raising processes for UK listed companies and will make recommendations to the Government. Terms of reference and a call for evidence have also been published. The call for evidence closed on 16 November 2021.
19 July 2022 - the Secondary Capital Raising Review was published setting out recommendations to improve the efficiency of further capital raising by listed companies. See Secondary Capital Raising Review Recommendations.
