How to read a UK IPO prospectus

A London IPO follows the Financial Conduct Authority's UK Listing Rules and prospectus regime. Since July 2024 there is a single listing category for commercial companies, and the prospectus rules were rewritten under the Public Offers and Admissions to Trading Regulations, which took effect in January 2026.

The usual sequence

1. Intention to float (ITF). A public announcement, then the pre-deal research period.
2. Registration document (sometimes) with business and financial information.
3. Price range prospectus, approved by the FCA, starting the bookbuild.
4. Pricing statement with the final price and share count, then admission to trading.

What to read first

• Summary. A short, prescribed summary of the issuer, the securities, the offer and the key risks.
• Details of the offer. New shares versus existing shares sold, over-allotment, lock-ups for the company, directors and selling shareholders.
• Operating and financial review and historical financial information. Usually three years under IFRS, with an accountants' report.
• Directors, senior management and corporate governance. How the company measures against the UK Corporate Governance Code.
• Controlling shareholder. Under the UK Listing Rules, a holder of 30% or more of the votes is a controlling shareholder. The company must show it can run its business independently, and independent shareholders keep a separate vote on electing independent directors.
• Free float. At least 10% of the shares must be in public hands.

AIM companies publish an admission document approved by their nominated adviser rather than the FCA.

General education about how offer documents are structured in different markets. Rules change; read the current offer document and the regulator's rules it refers to. Not investment advice, and not a solicitation to buy any security in any jurisdiction.