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1 Prospectus reform - a boost for UK capital markets
It is hoped that the FCA's long-awaited final prospectus rules will provide a much-needed boost to the UK's capital markets and to London's global attractiveness as a listing venue as well as enabling companies to be more competitive in M&A processes. The new rules, which will replace the current UK prospectus regime, were published on 15 July. The new Admissions to Trading on a Regulated Market Sourcebook will take effect on 19 January 2026, allowing companies time to familiarise themselves with the new regime.
A changed landscape for secondary fundraisings: The process of transacting IPOs on the London Stock Exchange's main market will be unchanged; an FCA-approved prospectus will still be required. In contrast, the landscape for secondary fundraisings will look very different; the current limit on issuing over 20% of a company's issued share capital in a 12-month period, beyond which a prospectus is required, will be raised to 75%. This is significantly higher than the EU threshold, which has been raised to 30% for companies whose shares have been listed for less than 18 months. Unless there are specific marketing requirements, a secondary fundraising by a main market company will not trigger a prospectus provided the shares being issued are under 75% of the issued share capital. This will allow already-listed companies much more flexibility when undertaking such transactions.
Transactions marketed overseas: For transactions marketed in certain overseas jurisdictions, particularly the United States, in some circumstances an offer document will need to be produced to satisfy customary disclosure requirements and market expectations even in circumstances when a prospectus would not otherwise be required under the new rules.
See our note for more details: New Prospectus Rules announced – Top takeaways | Travers Smith.
2 PISCES – Legal framework now in place
The legal framework for the PISCES regime is now in place, following the publication of the FCA's Sourcebook in June. Persons who wish to become operators within the PISCES sandbox can now to apply to the FCA for the relevant permissions. The London Stock Exchange (LSE) was, as anticipated, first off the mark. The FCA recently announced that it has approved the LSE's application to operate within the PISCES sandbox. In advance of the launch of the LSE's PISCES platform (to be known as the Private Securities Market) sometime later in the year, the LSE published the rules for persons who wish to participate within its platform. As we have previously reported, a PISCES platform will allow intermittent trading of private company shares.
To find out more about PISCES, please see our client briefing PISCES – Key questions answered.
For commentary on the implications of PISCES for private share plans, see our article in section 15 (Tax – Incentives and Personal).
3 FRC publishes the updated UK Stewardship Code 2026
The updated UK Stewardship Code 2026 (the Code), published in June, will replace the 2020 Code on 1 January 2026. The Code aims to streamline reporting obligations and reduces the number of Principles from twelve to six (with five related Disclosures), refocusing efforts on effective stewardship rather than tick-box compliance.
In a departure from the previous Code, the definition of stewardship now centres on creating long-term sustainable value for clients and beneficiaries, with only limited reference to the environment and society in the supporting statement. This represents a compromise between asset owners, asset managers, industry associations, NGOs and the FRC.
Reporting will be split into two documents: a Policy and Context Disclosure (to be published every four years) and an Activities and Outcomes Report (to be published annually), reducing the reporting burden by an estimated 20–30%, which is likely to be welcomed by industry. Both the Policy and Context Disclosure and the Activities and Outcomes Report must be signed off by senior leadership. The Code will be implemented in 2026, with a transitional year and updated guidance drafted for industry feedback.
For more information on the Code, see our briefing.
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