Simmons & Simmons

It doesn’t rain, it pours! Less than a fortnight after the non-financial misconduct (“NFM”) combined Policy Statement and Consultation Paper was released, on 15 July 2025, we had a raft of consultation papers from HM Treasury (“HMT”), the PRA, and the FCA. HMT’s Consultation Paper proposes legislative changes to the Financial Services & Markets Act 2000 (“FSMA 2000”) in order to reduce the SMCR’s regulatory burden by 50% (as reiterated by the Chancellor in her 2025 Mansion House speech). This is supported by the UK Government’s Financial Services Growth & Competitiveness Strategy which includes some additional colour and a timeline. The FCA’s Consultation Paper (CP25/21) proposes “Phase 1” amendments to the SMCR, and the PRA’s Consultation Paper (CP 18/25) proposes the same, although the papers are not completely aligned. We expect a number of these changes will be welcome. Others, less so…

Sullivan & Cromwell

In June 2025, the UK Government and the UK Financial Conduct Authority (“FCA”) finalised the legal and regulatory framework for the private intermittent securities and capital exchange system (“PISCES”), which will facilitate the secondary trading of shares in companies whose shares are not admitted to trading on a public market in the UK or abroad. Under PISCES, unlisted companies, wherever incorporated, will be able to arrange trading events to enable existing shareholders to sell shares to global investors within the framework of a supervised, bespoke regulatory regime.

Fried Frank

The UK is introducing a new regulated trading platform for private companies, known as PISCES (Private Intermittent Securities and Capital Exchange System). As private markets continue to grow — and with IPO activity remaining subdued and exit opportunities constrained in recent years — PISCES is designed to provide shareholders of both UK and overseas private companies with a more efficient and controlled mechanism to realise value from their investments. At the same time, it offers new investors earlier access to growth-stage companies ahead of any IPO. The process seeks to avoid the extensive due diligence often required in bilateral private transactions, while being less onerous than the full disclosure and continuing obligations associated with public markets. For some businesses, participation may also serve as a stepping stone towards a future public listing.

Linklaters

Currently, companies can offer transferable securities to the public only if they publish an approved prospectus or if an exemption from the requirement for a prospectus applies. POATR removes prospectuses from the regulation of public offers outside regulated markets and other primary trading facilities.

The new regime has a wider scope than the Prospectus Regulation, applying to all “relevant securities” –a broader definition than “transferable securities” to which the Prospectus Regulation applies. The new wider scope aims to capture securities such as non-transferable “minibonds” which were outside the Prospectus Regulation.

Tom Godwin, Partner, Freshfields

Tom is a partner in our global transactions group, specialising in capital markets and advising listed companies. His experience includes equity offerings of all types: acting for issuers, underwriters and private capital sellers, and recently includes acting for HBX Group (formerly Hotelbeds) and shareholders Cinven and CPPIB on HBX’s IPO and listing in Madrid, leading the team advising on the IPO of CVC Capital Partners plc, and working on capital raises by British Land, SSP, Grainger and National Express. He is also experienced in public and private M&A, with particular expertise in the energy and natural resources sectors.

Freshfields

The FCA has today published final rules to implement the new public offers and admissions to trading regime (in PS 25/9, following its consultation in CP24/12).  The FCA expects the new rules to come into effect on 19 January 2026. 

While the FCA plans broadly to retain the existing UK Prospectus Regulation requirements on IPO, the new regime will introduce significant reforms – in particular the increased 75% threshold for further issues.  We summarise the key changes below.  We have discussed the implications of the increased threshold with many of our clients and fellow capital markets participants - for more information on the proposed prospectus regime changes please get in touch with your usual Freshfields capital markets contact.

Freshfields

The FCA has now published its final rules for prospective operators of the new PISCES platforms (Private Intermittent Securities and Capital Exchange System), which will run for five years in a regulatory sandbox. While the FCA rules set out a framework for how PISCES platforms will work, much of the detail is left to operator discretion, so the rules that apply to participating companies on each PISCES are likely to vary between platforms. The LSE will publish the rules for its planned PISCES – the Private Securities Market – in the coming weeks/months. Ahead of that, we set out below a quick reminder of some of the key features of this new type of private securities market, where shares in private companies can be traded during intermittent trading events, with access to the full distribution infrastructure of the public markets through open or permissioned auctions.