Information on prospectus regulation rules and the listing rules - November 2024

Under the Prospectus Regulation Rules and the Listing Rules, companies must obtain approval from the FCA before they are allowed to launch an Initial Public Offering on the London Stock Exchange. For the last 10 years (or shorter period if data for 10 years is not available) please provide the number of applications / draft prospectuses received by the FCA for an IPO on the London Stock Exchange. Can you please also breakdown this data by the number of applications that were approved, declined or withdrawn. Please provide this data on an annual basis including data for 2023 (to date).

We can confirm that we hold some of the requested information, which is set out below. The FCA is the competent authority for the approval of eligibility for listing on the main market and, accordingly, we do not hold records for IPOs on other markets, such as AIM. The number of applications / draft prospectuses received by the FCA for an IPO on the main market of the London Stock Exchange for the year 2023 and 2024 (up to 13/11/2024), broken down by the number of applications that were approved and withdrawn / lapsed, is as follows.

Applications may lapse or be withdrawn after a significant period of inactivity, and/or because of a wide range of considerations, including preliminary investor feedback, market conditions, or deal restructuring. 

Our approach to eligibility review and the concurrent review of prospectus documentation is set out here: https://www.fca.org.uk/publication/primary-market/pn-901.4.pdf[1]. In a small number of cases, our review may identify serious concerns that the applicant may be ineligible for listing, should a formal application for listing be made. In these instances, we will highlight our concerns and discuss them with the applicant and its advisers. These discussions will often address our concerns.

However, sometimes they do not. Where we cannot reach agreement with the applicant and the applicant wishes to make a formal application for admission to listing, we will generally refer the application to our Markets Regulatory Committee. The Markets Regulatory Committee is a committee of senior staff. It is empowered under ‘executive procedures’, as set out in the Decision-Making and Penalties Manual (‘DEPP’), to take a number of statutory notice decisions, including the refusal of an application for listing (see DEPP2.5.9G (1)[2]). There were no statutory decisions to refuse an application for admission of securities to the Official List during this period.

Further information about the FCA’s decision making processes can be found here - https://www.fca.org.uk/publication/ukla/pn-908-2.pdf[3].