• The Financial Conduct Authority seeks views on further aspects of public offer platforms, including the process for becoming a POP operator
• The Financial Conduct Authority also seeks views on further aspects of the UK’s new public offers and admissions to trading regime
• The Financial Reporting Council is conducting a market study into SME audits and reporting

FCA consults on further proposals for public offer platforms

The Financial Conduct Authority (FCA) has published Consultation Paper CP25/3, in which it is seeking views on further proposals for regulating so-called public offer platforms.

Public offer platforms (or POPs) will be private platforms through which companies can raise capital by issuing shares without needing to seek admission to a regulated market (such as the London Stock Exchanged Main Market) or a junior market (such as AIM).

Operating a POP will require approval from the FCA.

In July 2024, the FCA published Consultation Paper CP24/13, in which it set out its initial proposals for regulating operators of POPs. You can read more about the FCA’s previous consultation on regulating public offer platform operators in our separate in-depth piece.

The FCA continues to analyse responses to that consultation. The new consultation seeks views on further aspects of regulating POPs, including:

• the FCA’s proposed procedure for authorising and supervising POP operators;
• extending the jurisdiction of the Financial Ombudsman to POPs; and
• the fees the FCA proposes to impose on POP operators and the levies to be imposed in connection with the Financial Ombudsman and the Financial Services Compensation Scheme.

The consultation closes on 14 March 2025.

FCA consults on further detail for the new public offers and admission regime

The Financial Conduct Authority (FCA) has published Consultation Paper CP25/2, in which it is seeking views on discrete elements of the UK’s new public offers and admissions to trading regime.

The new regime is set out in the Public Offers and Admissions to Trading Regulations 2024 (POATR). The POATR are yet to come into effect. When they do, they will replace the on-shored, UK version of the EU Prospectus Regulation with a new regime.

Under that new regime, all offers of securities to the public are prohibited unless they are made via a primary capital market or a public offer platform (POP) or an exemption applies.

In July 2024, the FCA published Consultation Paper CP24/12, in which it set out its initial proposals for admission to and further offers on regulated markets (such as the London Stock Exchange Main Market) and so-called “primary MTFs” (such as AIM and the AQSE Growth Market). You can read more about the FCA’s previous consultation on the new public offers and admissions regime in our separate in-depth piece.

The new consultation seeks views on further elements of the new regime, including:

• proposals for non-equity securities (such as debt securities), including introducing a single standard for all non-equity securities, regardless of their denomination;
• abolishing the listing application process for further issuances of existing listed classes of security, as well as the routine “prospectus exemption analysis” that applies on a further issuance;
• streamlining the listing application process for new applicants; and
• abolishing “listing particulars” as a means of admission and, as such, closing new applications to the London Stock Exchange’s Professional Securities Market (PSM).

The consultation closes on 14 March 2025.

FRC launches market study on SME audit and reporting

The Financial Reporting Council (FRC) has launched a market study into the audit and corporate reporting challenges faced by small and medium-sized enterprises (SMEs).

The paper notes that there are currently just under 5.5m SMEs in the UK private sector, accounting for more than 99% of businesses and a turnover of around £2.75tn and employing over around 16.6m workers.

The FRC notes that the majority of audits in the UK are therefore of SMEs, and that many of these audits are undertaken by smaller practitioners. However, the FRC understands that there are potential issues with reporting and audit that may impact on cost, availability and access for SMEs.

It is conducting the exploratory market study to gain a greater understanding of those challenges.

In particular, the FRC is exploring how the SME audit market is working, how the existing regulatory environment is affecting the market, what (if any) further developments stakeholders would like to see in relation to SME audits.

To this end, the paper raises six questions for stakeholders. The deadline for responses is 25 April 2025.

Access the FRC’s market study into audit and reporting for SMEs (opens PDF)