UK: What do the FCA’s new rules on prospectuses say about climate disclosures and transition plans?

In July 2025, the Financial Conduct Authority (“FCA”) published Policy Statement PS25/9, which sets out new rules that will govern admissions to trading in the UK from 19 January 2026. 

The Prospectus Rules: Admissions to Trading on a Regulated Market sourcebook (“PRM”) will replace the EU-derived Prospectus Regulation (and associated secondary legislation) alongside the Public Offers and Admissions to Trading Regulations 2024 (“POATR”). For a detailed discussion of the changes introduced by these new rules with a focus on share offers see this client briefing and for an overview of the changes under the PRM applicable to debt capital markets see this client briefing.

Overall, the new rules aim to reduce the disclosure and approval requirements associated with raising further capital, with the hope that tackling disproportionate burdens will improve market liquidity and functioning. 

However, the rules also introduce some additional sustainability disclosure requirements, together with a new safe harbour for forward-looking statements, in order to make prospectuses more investor-focused and user-friendly.

Sustainability-related disclosures

The FCA explains in its Policy Statement that it hopes the new requirements for climate-related disclosures will improve transparency of companies’ climate-related risks and opportunities and support investors’ ability to take this information into account in their investment decisions. 

The FCA considers three main sustainability topics in the Policy Statement:

• a climate disclosure rule for equity securities;
• sustainability-related information beyond climate and Technical Note content; and 
• prospectus disclosures in relation to sustainability-labelled debt.

Climate disclosure rule for equity securities

The FCA explains that companies seeking admission to trading on a regulated market may face climate-related risks and opportunities that affect their future prospects. Therefore, while information on these matters may already constitute ‘necessary information’ (under Technical Note 801.2) and be required to be disclosed, it would be helpful to have more specific reporting requirements in this area. 

The FCA has consequently introduced a rule (at 4.6 of the PRM) that applies to issuers of equity securities and depositary receipts representing equity shares (excluding CIFs, OEICs and shell companies). 

When the issuer has identified climate-related risks as risk factors to disclose in their prospectus, or where climate-related opportunities are material to their prospects, they must disclose information in line with the minimum information requirements set out in the Annexes. 

The Annex requirements are aligned with the high-level categories used in the Task Force on Climate-related Financial Disclosure (“TCFD”) Recommendations and the International Sustainability Standard Board (“ISSB”) Standards and require the issuer to provide a description of their governance arrangements, strategy, risk management and metrics and targets in relation to their climate-related risks and opportunities. The FCA explains that the focus on these four pillars strikes the right balance between providing specific disclosure requirements and being too granular, which could lead to issuers incorporating full disclosures when these are not meaningful to investors. 

The Annex requirements also state that if the issuer has published a transition plan, where the contents are material, they must disclose a summary of key information about the transition plan and where it may be located and inspected. The Annex notes that the Transition Plan Taskforce Disclosure (“TPT”) Framework may be helpful in identifying the relevant information required to be disclosed.

The FCA notes that it may consider updating its guidance on this disclosure requirement in the future to reflect the final UK Sustainability Reporting Standards (“UK SRS”) (once published) and the IFRS Foundation’s latest guidance document on disclosing information about an entity’s climate-related transition in accordance with IFRS S2.

Sustainability-related information beyond climate and Technical Note content

The FCA explains that it has limited the new disclosure rule to climate-related disclosures because the UK Listing Rules only include requirements for climate reporting and, given the UK is currently considering endorsing the ISSB standards, it would be premature to introduce minimum content requirements beyond climate. 

Instead, it intends to consult on changes to its Technical Note guidance later in 2025, including to consider adding a reference to the ISSB Standards as a useful source material. However, the FCA notes that it may revisit the approach to wider sustainability disclosure once the UK has implemented the ISSB Standards via the UK SRS and reporting practice has developed.

Prospectus disclosures in relation to sustainability-labelled debt

The FCA has set out, at PRM 4.7, an opt-in, voluntary, structure that would prompt issuers of sustainability-labelled debt securities to include additional information in prospectuses. 

This is formed by a requirement for issuers to state in their prospectuses whether the securities have been: 

1. marketed as ‘green’, ‘social’, ‘sustainable’ or ‘sustainability-linked’; and/or 
2. issued under a bond framework or equivalent document. 

If any of these are the case, the new rules state that issuers should consider including in their prospectus additional disclosures. Examples are given for what this additional information could include in the context of a bond framework (e.g., the standards according to which the document has been prepared), use of proceeds bonds (e.g., where any external review or assessment regarding alignment of the bond to the standards or principles can be found) and sustainability-linked bonds (e.g., the process and rationale for the selection of the Sustainability Performance Targets).

The FCA explains that, while voluntary, it expects issuers to consider whether the additional information is relevant for the purposes of meeting the necessary information test (PRM 2.1.1R). For an overview of these provisions see our client briefing. 

Protected forward-looking statements

The FCA’s Policy Statement also introduces a safe harbour regime for protected forward-looking statements (“PFLS”) which establishes a recklessness / dishonesty liability standard for these statements, with the burden of proof on the claimant to prove the issuer was reckless or dishonest when they made the statement. This contrasts with the current liability regime, which uses a negligent liability standard with the burden of proof on the defendant. 

The FCA explains that this reduces the risk of successful investor claims for issuers and benefits investors, as it will lead to the inclusion of more forward-looking statements in prospectuses, which investors can use to inform their valuation model.

The requirements for a statement to qualify as a PFLS are that it:

• contains financial information or operational information which is quantified or based on measurable data (the FCA plans to consult on guidance on how financial and operational information should be prepared);
• can only be shown to be untrue, misleading or to have omitted necessary information by reference to events or circumstances that occur after the statement has been published; 
• includes an estimate as to when the event or set of circumstances to which the statement relates is expected to occur; 
• contains information that a reasonable investor would be likely to use as part of the basis for their investment decision; and
• is accompanied by a content-specific statement identifying the statement as a PFLS (the prospectus must also include a general accompanying statement).

The FCA has included climate information disclosed under the new climate disclosure rule, if it relates to strategy, transition plans or metrics and targets, under the PFLS regime, provided it meets the criteria set out above. The FCA explains that while in general there will be no benefit for investors to mandatory disclosures being included in the PFLS regime, as this information will be disclosed anyway by the issuer, for some mandatory disclosures it considers that the protection will encourage issuers to disclose more detailed information than the narrative statements that are typically included in a prospectus.

Next steps

Both equity and non-equity issuers will need to prepare for the new climate disclosure rules (PRM 4.6 and 4.7 respectively) that will apply from 19 January 2026. 

Equity issuers can take comfort from the fact that some of their disclosures under PRM 4.6 will be protected by the PFLS regime, although they will need to keep in mind the potential for liability in other jurisdictions if their shares are likely to attract broad international investor interest.

The FCA has indicated that it will consult later in 2025 on additional guidance for the climate-related disclosures and PFLS regime, amongst other topics.