Chronological Account and Summary
The UK's financial landscape is undergoing significant changes, with the implementation of a new regulatory framework designed to boost the competitiveness of the country's capital markets post-Brexit. This transformation, inspired by the Hill Review published in March 2021, has seen key updates to the prospectus, listing, and secondary capital raising regimes.
The heart of these changes is the introduction of a new UK Public Offers and Admissions to Trading Regime, set to replace the EU-derived framework from January 2026. The Financial Conduct Authority (FCA) published the final rules for this regime in July 2025, with the aim of creating a flexible and streamlined framework that lowers issuer costs, improves investor information, and increases retail participation in the UK capital markets.
Simultaneously, the UK's listing regime has been simplified, resulting in a more disclosure-based listing process that enhances the market's international competitiveness. This reform introduced a category for international commercial companies to obtain secondary listings in the UK, with early indications showing firms are actively considering new listings despite global market turbulence.
The FCA is also in the process of finalising reforms to the prospectus regime to make capital raising easier and encourage investment. This involves changes to thresholds and liability provisions for companies, intended to make the rules more proportionate and investor-friendly.
Secondary capital raising processes have also been simplified, with transactions that previously required prior shareholder approval proceeding without it in 21 cases by March 2025.
These changes align with the "Leeds Reforms" announced by the Chancellor on 15 July 2025, which form a government mission to boost the UK’s financial services sector competitiveness and secure economic growth, with capital market reforms as a central pillar.
Key milestones in this transformation include the publication of a call for evidence on secondary capital raising processes in October 2021, the FCA's publication of updated draft UK Listing Rules in March 2024, and the publication of the near-final Public Offers and Admissions to Trading Regulations 2023 and associated policy note in July 2023.
In summary, the reforms inspired by the Hill Review have generated a substantially updated UK capital markets regulatory regime that came into practical effect in 2024 and will be augmented further by the new prospectus and admissions rules in 2026. These changes seek to reduce costs, simplify processes, enhance transparency, and increase retail investor participation to revive and sustain the UK’s capital markets competitiveness internationally.
[1] FCA, "Public Offers and Admissions to Trading Regulations 2024: Final Rules" (July 2025). [2] HM Treasury, "UK Listings Review: Final Report" (March 2021). [3] HM Treasury, "Secondary Capital Raising Review: Final Report" (March 2021).
The new UK Public Offers and Admissions to Trading Regime, planned to take effect from January 2026, aims to provide a flexible and streamlined framework for businesses and personal-finance investors, as per the Final Rules published by the FCA in July 2025. Simultaneously, the simplified listing process in the UK, inspired by the Hill Review, seeks to attract wealth-management firms and boost participation in the country's capital markets, with early indications showing firms actively considering new investments despite global market turbulence. [Reference(s): 2, 3]
