October’s news

ICMA updates its Primary Market Handbook

On 6 October 2025, the International Capital Market Association (ICMA) published an amendment to its Primary Market Handbook. The change is the addition of a statement explaining that the confidentiality agreement template contained in Appendix A3a is primarily designed for use in certain bond offerings (such as high yield or sub-investment grade), but that its clauses can be adapted to other capital market transactions as well. The use of the template is not mandatory, and it should be tailored to the specific circumstances of the transaction to which it is being applied.

Dematerialisation taskforce announced

On 9 October 2025, Government appointed Mark Austin CBE to establish and chair the Dematerialisation Market Action Taskforce – GOV.UK (DEMAT) and published Terms of Reference which set out the objectives and governance structure for DEMAT. This is following the recommendation in the Digitisation Taskforce final report published on 15 July 2025 regarding reforms to the UK’s shareholding framework.

Date set for revocation of the UK Prospectus Regulation

On 14 October 2025, the Financial Services and Markets Act 2023 (Commencement No 11 and Saving Provisions) Regulations 2025 were published. The regulations use powers under the Financial Services and Markets Act 2023 to revoke retained EU law including the UK Prospectus Regulation which will be revoked on 19 January 2026.

It will be replaced by a new public offers and admissions to trading regime that will come fully into force on the same date under regulation 2(3) of the Public Offers and Admissions to Trading Regulations 2024. Under the new public offers regime, offers of securities above a £5 million threshold that are made through a regulated public offer platform will be exempt from the general prohibition on public offers of securities. Public offer platforms will be authorised and supervised by the Financial Conduct Authority (FCA).

FCA publishes details on the implementation of the new POAT regime

On 17 October 2025, the FCA published Primary Market Bulletin 58, which addresses implementation of the upcoming public offers and admissions to trading (POAT) regime that will replace the EU-derived prospectus framework on 19 January 2026. The FCA published final rules for the POAT regime earlier this year.

The regulatory framework is set out in the Prospectus Rules: Admission to Trading on a Regulated Market (PRM) sourcebook, together with new rules in the Market Conduct (MAR) sourcebook for firms operating primary multilateral trading facilities (such as AIM) and consequential amendments to the UKLRs. The PRM sourcebook takes effect on 19 January 2026, along with the related changes to MAR and the UKLRs. On the same date, the Prospectus Regulation and related legislation will be revoked and the legislative framework created by the Public Offers and Admissions to Trading Regulations 2024 comes fully into force.

HM Treasury publishes update on regulation action plan

On 21 October 2025, HM Treasury published an update providing details of Government’s progress in delivering the key actions set out in its regulation action plan published on 17 March 2025. The update includes an announcement that Government will bring forward the legislative changes to corporate reporting obligations.

The changes include exempting wholly owned subsidiaries from the requirement to produce a strategic report where they are covered by the reporting of a UK parent company and removing the requirement for any company to produce a directors’ report, with some provisions being removed entirely and others (including reporting on energy and emissions) being relocated elsewhere in the annual report. The update also notes that Government will commission the Investment Association to discontinue its public register tracking shareholder dissent.

Regulations made bringing IDV into force

On 22 October 2025, the Economic Crime and Corporate Transparency Act 2023 (Commencement No. 6 and Transitional Provisions) Regulations 2025 were made. The regulations bring into force on 18 November 2025 a raft of key reforms under the Economic Crime and Corporate Transparency Act 2023.

From this date, identity verification (IDV) will be compulsory for all individuals who become directors, members of limited liability partnerships and people with significant control (PSCs). Applicable transition periods will start for existing directors, LLP members and PSCs to verify their identity. In addition, the current requirement for companies to maintain their own registers of directors, directors’ residential addresses, secretaries and PSCs will be abolished.

Regulations impose a duty on the Registrar of Companies to annotate the register

On 23 October 2025, the Companies and Limited Liability Partnerships (Annotations, Application and Modification of Company Law and Consequential Amendments) Regulations 2025 were published. The regulations impose a new duty on the Registrar of Companies to annotate the register in certain circumstances.

In particular, the regulations provide that where a person’s identity has been verified, the Registrar is required to annotate the register of the relevant company specifying that the individual’s identity is verified and remove the requirement for corporate directors, secretaries and registrable relevant legal entities to provide a service address.

FCA publishes Primary Market Bulletin 59

On 23 October 2025, the FCA published Primary Market Bulletin 59. The bulletin includes: (i) details of, and findings from, a review of issuers’ compliance with the requirements under Article 17.4 of the UK Market Abuse Regulation, which allows issuers to delay public disclosure of inside information under certain conditions; (ii) reminders of obligations under the UKLR, DTR and UK MAR which apply to listed companies planning to acquire bitcoin or other cryptoassets for the purpose of long-term value appreciation as part of their treasury management strategy; (iii) information on a forthcoming consultation paper to support changes brought in by the Short Selling Regulations 2025; and (iv) a reminder of key changes relating to the submission of disclosures to the National Storage Mechanism via the Electronic Submission System that are coming into effect on 3 November 2025.

FCA bans and fines advisor for insider dealing

On 23 October 2025, the FCA published a final notice imposing a £100,281 fine on Mr Neil Sedgwick Dane, formerly employed as a capital markets adviser by ITM Power plc, a company admitted to trading on AIM, for actions amounting to insider dealing in breach of Article 14 of the UK Market Abuse Regulation.

The notice also prohibits Mr Dane from performing any function in relation to any regulated activities carried on by an authorised or exempt person, or exempt professional firm, pursuant to section 56 of FSMA 2000. The FCA concluded that, having dishonestly and deliberately engaged in insider dealing, Mr Dane was not a fit and proper person to perform any such function.

CMA publishes revised merger guidance

On 28 October 2025, the Competition and Markets Authority (CMA) published a revised version of its merger guidance on jurisdiction and procedure, and a revised merger notice template. The changes, on which the CMA consulted in June 2025, are designed to embed the CMA’s new “4Ps” (pace, predictability, process and proportionality) framework into the mergers processes.

FRC publishes final guidance on the new UK Stewardship Code 2026

On 30 October 2025, the Financial Reporting Council (FRC) published final guidance on the UK Stewardship Code 2026 to accompany its new UK Stewardship Code 2026. The guidance contains non-prescriptive suggestions for the types of information organisations may wish to include in their reporting against the code.

The guidance was published in draft form in June 2025, and this final version has been updated to reflect stakeholder feedback on the earlier draft. The new code applies from 1 January 2026, and the first applications will be accepted in Spring 2026.

ISS announces benchmark voting consultation

On 30 October 2025, Institutional Shareholder Services (ISS) launched a request for feedback on proposed changes to its international voting policies in 2026. ISS expects to announce the final 2026 benchmark voting policy changes in late November 2025 and the updated policies will generally be effective for shareholder meetings held on or after 1 February 2026.

The key proposed change is the addition of a definition of ‘in-person meeting’. This is to address recent practices by a small number of companies that have sought to introduce more restrictive in-person shareholder meetings, potentially reducing shareholder participation or limiting opportunities for engagement with the board. Comments on the proposals should be submitted to ISS by 11 November 2025.

FCA updates Primary Bulletin 58

On 31 October 2025, the FCA updated Guidance: Consultation 25/3 – Primary Market Bulletin 58 to correct clerical errors identified in some of the draft procedural and technical notes published for consultation. The bulletin addresses implementation of the upcoming public offers and admissions to trading (POAT) regime on 19 January 2026.

Looking ahead to November 2025

3 November – changes relating to the submission of disclosures to the National Storage Mechanism via the Electronic Submission System come into force.

11 November – closing date for comments on changes to the ISS benchmark voting policy for 2026.

18 November – mandatory identity verification at Companies House comes into force.

24 November – FCA aims to publish new forms and checklists for submission with draft prospectuses and associated documents prepared under the public offers regime by this date.