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Chronology and Sequence of Events

Initiated in March 2021, the Hill Review set forth various modifications and proposed revisions to the UK's procedures for securities listing, issuance of prospectuses, and secondary capital fundraising.

Chronology and Essential Facts
Chronology and Essential Facts

Chronology and Sequence of Events

The UK's financial landscape is undergoing a series of transformative changes, as the listing, prospectus, and secondary capital raising regimes undergo significant reforms following recommendations from the Hill Review. Here's a summary of the current status:

## Listing Regime

The UK has implemented a simplified listing regime, effective from 2024, which is competitive with other global jurisdictions. This includes a new international commercial companies secondary listing category. However, overall listings have been relatively low due to global market trends. The aim of the simplified regime is to reduce barriers for companies listing in the UK, although the full impact of these reforms is still being assessed due to recent market turbulence.

## Prospectus Regime

On 15 July 2025, the Financial Conduct Authority (FCA) published final rules for the new Public Offers and Admissions to Trading regime. This will replace the existing prospectus regime from 19 January 2026. Key changes include a raised prospectus exemption threshold from 20% to 75% for further issuances, a reduced IPO prospectus availability period from six to three working days for retail offers, and streamlined regulations aimed at being more agile and efficient.

## Secondary Capital Raising Regime

The Public Offers and Admissions to Trading Regulations 2024, which grant the FCA authority to establish new rules, came into effect partially on 30 January 2024. These regulations pave the way for more flexible capital raising processes, with the reforms aiming to enhance retail participation, streamline regulations, and improve investor information—all part of a broader strategy to boost the UK's capital markets competitiveness.

Notable milestones include the publication of a policy statement (PS21/10) in July 2021, setting out final changes relating to Special Purpose Acquisition Companies (SPACs) for the Listing Regime. In May 2022, a discussion paper (DP22/2) was published by the FCA, regarding the purpose and structure of the listing regime. In July 2022, a report was published setting out the recommendations of the UK Secondary Capital Raising Review.

These reforms are designed to enhance the efficiency of capital raising and promote economic growth in the UK. The FCA has also published a consultation (CP25/3) on further proposals for firms operating public offer platforms, and a consultation (CP25/2) setting out proposals for further changes to the public offers and admissions to trading regime and the UK Listing Rules. The reforms are expected to bring about a more efficient and competitive financial market in the UK.

In the midst of transformative changes to the UK's financial landscape, the simplified listing regime for businesses, due to be effective from 2024, is aimed at reducing barriers for companies, especially those seeking international commercial listings. Meanwhile, the Financial Conduct Authority (FCA) is set to introduce new regulations for secondary capital raising in January 2026, which seek to improve retail participation, streamline regulations, and provide better investor information, all part of a strategy to bolster the UK's competitiveness in global finance and investing.

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