UK IPOs and the Public Offer Platform

A new regulated route lets private companies raise from ordinary investors without a listing or a full prospectus, and SpaceX has just shown what it can do.

What happened

• The UK Public Offer Platform was created as a legal route for private companies to raise larger sums from ordinary investors without listing on a stock market or producing a full prospectus.
• It is a regulated platform through which a private company can offer shares to the public, including everyday retail investors, for raises above £5 million.
• SpaceX recently went public, and the significant part for this market is that UK retail investors can access it through a Public Offer Platform operated by Marex Financial.
• That matters because it could re-energise UK public markets. Hargreaves Lansdown has said 35,000 of its UK clients registered an interest in IPO alerts after SpaceX's offer was first rumoured in April.
• The lesson is that large companies which are not listing on the London Stock Exchange can still lift UK public market activity, through platforms rather than through the exchange.

How to use this in applications and interviews

• This is work for public capital markets teams. Where a large company uses a platform, investment banks negotiate the valuation and run the process, and lawyers advise both the banks and the platform operator.
• On the bank side, the work is recognisable: negotiating the engagement letter with the company, running due diligence, and reviewing every piece of marketing material an investor will see. The purpose of all of it is to protect the bank from legal risk.
• On the platform side, the work is protecting the licence. These platforms are FCA-regulated, so lawyers advise the operator on staying within the rules, run diligence on the company, make sure it discloses what it is required to disclose, and draft the contracts the platform runs on.
• The reason this is a good interview answer is that it lets you explain the same transaction from two client perspectives, which is exactly the skill a capital markets seat requires.

Key terms

• Prospectus is the disclosure document a company normally has to publish when offering securities to the public; avoiding it is much of the point of the platform regime.
• Retail investor is an ordinary individual investing their own money, as opposed to an institution — and the reason the disclosure and suitability rules are strict.