Capital Markets – Transitional Provisions And Latest FCA Guidance In Primary Market Bulletin 58

The Financial Conduct Authority (FCA) has published Primary Market Bulletin 58 (PMB 58), setting out key updates ahead of the implementation of the Public Offers and Admissions to Trading Regulations (POATRs – see also item 1. above) and its Prospectus Rules: Admission to Trading on a Regulated Market (PRM) sourcebook on 19 January 2026.

In PMB 58, the FCA provides details on the transition provisions and consults on new guidance notes and changes to existing guidance notes in its Knowledge Base. It also finalises two other technical notes.

Transitional provisions for prospectus submissions

From 1 December 2025, issuers may submit draft prospectuses under the new POATRs for FCA approval on or after 19 January 2026, the new regime's commencement date. These submissions must:

• include a short-form declaration confirming readiness for the POATRs;
• reference the new prospectus checklists (reflecting the PRM rules), which are expected to be available on the FCA's website from around 24 November 2025; and
• be submitted via the Electronic Submission System (ESS) in the usual way.

Prospectuses submitted under the current UK Prospectus Regulation regime must be approved by the FCA before 19 January 2026. Issuers with ongoing reviews under the current regime should liaise with the FCA to confirm approval timelines and documentation requirements, particularly in light of the FCA's revised turnaround times over the Christmas period – see our blog post on the FCA's arrangements during that time.

Proposed new technical notes

The FCA is consulting on the major overhaul of its prospectus technical guidance in stages. These changes align the guidance with the POATRs, the PRM and the updated UK Listing Rules (UKLRs). It is also proposing four new guidance notes, as trailed in its policy statement PS25/9:

• Public offers and prospectus publication (Primary Market/TN/610.1) – provides guidance on when a public offer will trigger the requirement for a prospectus under POATRs;
• Preparation of protected forward-looking statements (Primary Market/TN/639.1) – clarifies how to prepare forward-looking statements that benefit from liability protections;
• Content of the prospectus exemption document for takeovers, mergers and divisions (Primary Market/TN/608.1) – clarifies disclosure expectations where a prospectus exemption applies in M&A transactions; and
• Fungible securities (Primary Market/TN/609.1) – explains when securities are considered fungible for listing purposes.

Proposed overhaul of existing FCA guidance

The FCA is consulting on amendments to 42 existing prospectus guidance notes and the removal of seven outdated guidance notes.

Key updates to existing technical notes include:

• Prospectus content (Primary Market/TN/619.1) – clarifies disclosures around the preparations and calculations of a clean working capital statement;
• Sustainability disclosures (Primary Market/TN/801.3) – provides guidance on the application of the Protected Forward-Looking Statements regime to sustainability-related information; and
• Exemptions from the requirement to produce a prospectus (Primary Market/TN/602.4) – amendments to prevent the misuse of the exemption around offers of securities to directors and employees.

PMB 58 provides further details on the proposals and links to the draft notes. The FCA aims to finalise these notes before the new rules take effect in January 2026. It notes that consultation on a small number of further affected guidance notes will take place after implementation of the new regime in January 2026.

Finalised technical notes

The FCA has also finalised two guidance notes previously consulted on in Primary Market Bulletin 57, incorporating feedback received over the summer. These are

• updated Primary Market/TN/710.2 – Sponsor Services: Principles for Sponsors; and
• the new Primary Market/TN/638.1 – Guidance on application of complex financial history and significant financial commitment rules.

See our blog post here for further background on these notes.

The consultation on the prospectus guidance notes closes on 5 December 2025 for the new notes and those with more material amendments, and 21 November 2025 for the other notes with minor updates.

For further information about the new regime under the POATRs and PRM, see our blog posts here and here.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.