On 31 January 2025, the United Kingdom Financial Conduct Authority (UK FCA) published a consultation setting out further proposals to support corporate bond issuance, streamline capital-raising processes, and enhance investment opportunities for wealth managers and retail investors. The proposals, outlined in CP25/2: Consultation on further changes to the public offers and admissions to trading regime and the UK Listing Rules and CP25/3: Consultation on further proposals for firms operating public offer platforms, aim to make it easier and more cost-effective for companies to raise capital through smaller bond issuances and establish clearer requirements for public offer platforms.
The UK FCA’s proposals include a single standard for corporate bond prospectuses, covering both large and small bond sizes, to simplify regulatory requirements and lower costs for businesses issuing bonds. This reform is expected to broaden investment opportunities by encouraging listed companies to offer bonds in smaller denominations, thereby making them more accessible to wealth managers and retail investors. The UK FCA is also proposing to simplify the requirements for further securities issuance, reducing administrative burdens and facilitating more flexible and affordable capital-raising options for UK-listed companies.
The consultation outlines the introduction of new public offer platforms, which will enable companies to raise capital from a wider investor base outside of traditional public markets through authorised firms. These platforms will function similarly to crowdfunding models, providing businesses, including smaller firms, an alternative route to access capital while ensuring investor protection. The UK FCA aims to establish clear requirements for firms operating these platforms, thereby building market confidence and ensuring regulatory compliance.
The UK FCA’s latest proposals build upon its ongoing market reforms, which seek to modernise the UK’s financial markets, boost competitiveness, and enhance capital formation. In July 2024, the UK FCA launched a comprehensive consultation (CP24/12 and CP24/13) on a new prospectus regime, which was designed to align with the UK’s updated listing rules and replace the existing UK Prospectus Regulation. These initial proposals sought to improve the disclosure requirements for low-denomination bonds and streamline the application process for further securities issuance.
The newly proposed reforms aim to bridge gaps identified during the previous consultation by further refining disclosure requirements, simplifying capital-raising procedures for companies, and enhancing the accessibility of investment opportunities for retail and institutional investors. These reforms are expected to increase the number of companies issuing bonds in smaller denominations, facilitating greater participation in the bond market.
The UK FCA is also working towards regulatory clarity for public offer platforms, ensuring that companies can efficiently raise capital while investors have access to transparent and secure investment opportunities.
The UK FCA’s consultation 2025 documents outline regulatory changes aimed at improving the efficiency of capital markets and corporate bond issuance. Among the primary reforms is the introduction of a simplified, standardised framework for corporate bond prospectuses, which will cover both high- and low-denomination bonds and eliminates complex disclosure requirements, which is expected to encourage more companies to issue smaller-sized bonds, making them more accessible to a broader investor base.
In addition to corporate bonds, the UK FCA is proposing to streamline the issuance of further securities by reducing regulatory hurdles and administrative costs. This will allow companies already listed on UK stock exchanges to raise additional capital more easily.
The 2025 consultation proposes to establish new public offer platforms, which will provide an alternative mechanism for capital raising. These platforms will allow businesses to issue shares or bonds outside of traditional public markets through authorised firms, similar to crowdfunding platforms. The UK FCA is setting out clear authorisation requirements to ensure that these platforms operate transparently and securely, providing investors with reliable opportunities while reducing regulatory uncertainty for firms.
The UK FCA’s recent efforts to boost the competitiveness of UK financial markets also include the launch of PISCES, a private stock market for trading shares in private companies, and the introduction of regulatory initiatives to support asset managers, digital securities innovation, and cryptocurrency regulation. These broader efforts reflect a wider strategy to modernise UK capital markets and strengthen the country’s position as a leading global financial hub.
Proposed Actions and Next Steps
The UK FCA has invited public comments on the consultation proposals until 14 March 2025. The feedback will be reviewed before finalising the regulatory framework. Subject to approval by the UK FCA Board, the new rules are expected to be finalised by summer 2025, with implementation anticipated in early 2026.
