Legal briefing | 16 Dec 2025 |

New FCA retail disclosure regime

The FCA has issued final rules for its new retail product disclosure regime: PS25/20: Supporting informed decision making: Final rules for Consumer Composite Investments. The regime will supersede the existing UK PRIIPs KID and UK UCITS KIID disclosure obligations and is intended to usher in a more harmonised, flexible, proportionate and consumer friendly disclosure regime. Those who have been following the consultation process are likely to be pleasantly surprised as the FCA has listened to feedback in a number of areas.

The regime will come into partial effect on 6 April 2026 and will apply in full from 8 June 2027.

    The new regime comes into effect on 6 April 2026 but consumer composite investment (CCI) manufacturers with existing disclosure obligations will have the option to continue with the status quo until 8 June 2027.

Obligations are imposed on persons manufacturing and distributing (both authorised and unauthorised) CCIs for or to UK retail investors.

CCI manufacturers must produce a consumer facing product summary and a set of B2B core information disclosures.  

The core information disclosures must be included in the product summary, but manufacturers will have the freedom to include additional information of their choosing (subject to general principles).
There is no prescribed template or page limit applicable to the product summary.

CCI distributors will need to provide the product summary and, depending on the nature of their activities, encourage pre-sale engagement with certain core information disclosures but, in what will be a relief to those who had been following the consultation, they will not be required to assess whether the product summary is likely to meet the information needs of the retail investors to whom they are distributing (and potentially prepare their own revised version).

Unauthorised manufacturers and distributors will need to be mindful of new obligations reflecting certain FCA Principles for Business, Consumer Duty-lite obligations and compliance with the UK financial promotion regime.

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Which products are in scope?

The regime will apply to Consumer Composite Investments (CCIs). The FCA has defined CCIs as investments where the returns are dependent on the performance or change in the value of indirect investments. This is similar to the EU concept of a PRIIP. In addition to this definition, the FCA has provided a series of explicit inclusions and exclusions. Notably securities issued by funds will be within scope except for units in authorised contractual schemes and qualified investor schemes.

What persons and activities are in scope?

The new regime will apply to persons manufacturing or distributing CCIs for or to retail investors in the UK. This includes both authorised firms and unauthorised persons (including those based outside of the UK).

The activity of manufacturing will include creating, developing, designing, issuing, managing, operating or carrying out a CCI or making changes to a term, condition or feature of a CCI. A product may be considered to have more than one manufacturer and there are specific rules to address this (see below).

A person is likely to be considered to be a distributor if they advise on, offer or sell a CCI.

The FCA has chosen to define retail investor by reference to its handbook classification rules in COBS 3. The FCA is currently consulting on changes to those rules in CP25/36, including on relaxing the criteria for elective professional opt ups, which we previously summarised in an update email to clients. If adopted, these changes could allow firms to launch products for which the audience includes high-net worth individuals without becoming subject to the CCI regime.

There will also be a simplified exemption from the rules for manufacturers of non-retail CCIs. A similar exemption exists under the current PRIIPs regime and the exemption is in recognition that for some products such as listed securities intended exclusively for non-retail investors, manufacturers may not be able to fully ensure there are no sales to retail investors, particularly in the secondary markets. The exemption will apply where the marketing materials make it clear that the product is not intended for retail investors and the distribution strategy and process is consistent with this. The exemption in the final rules is broader than that proposed in the original consultation which limited the exemption to readily realisable securities where the minimum investment was £50,000.

What are the main disclosure requirements?

Following feedback to the consultation, the FCA has made further changes to simplify the regime. The process for manufacturers and distributors can be summarised at a high-level as follows:

Obligations on manufacturers

As mentioned above, the manufacturer will be required to produce a consumer-friendly product summary. The format and content of the product summary will be largely determined by the manufacturer, subject to an overarching requirement that the product summary meets the information needs of, and is likely to be understood, by retail investors and provides them with the information to make properly informed investment decisions. There will, however, need to be certain core mandatory information disclosures including:

General product information: This includes the name and unique product identifier of the CCI; information about the characteristics of the CCI including its investment objectives and strategy; information on the availability of redress; the recommended holding period (if relevant) and exit fees. Where the CCI is an investment in a fund, additional information is required including its authorisation status and the name of the operator or AIFM.

Risk and return information: The CCI risk and return score and a narrative explanation should be included as well as other information on risks. The risk and return score will in principle be volatility based and be on a scale of 1-10 with detailed rules on how this should be calculated. Certain CCIs which the FCA considers as high risk (including highly leveraged products, derivatives and securities issued by venture capital trusts) should generally be a 9 on the risk scale.

Costs and charges information: Broadly, firms would have to disclose all direct and indirect costs and charges associated with a CCI including ongoing, one-off and transaction costs. Again, the FCA provides detailed rules on how these should be assessed and presented.

Performance information: Past performance data should be disclosed on a standardised line graph covering a 10-year period (or for as long as the data is available) and based on an initial investment of £10,000 (or non-sterling equivalent). In some cases, benchmark information should also be provided.

The manufacturer must then provide the product summary and core information disclosures as well as information on the target market, on the risks to retail investors, its assessment of the value provided by the CCI and the distribution strategy in good time before the CCI is distributed. In most cases, this can be done through making this information available on the manufacturer's website.

The core information disclosures must be regularly reviewed at least once a year. The product summary and core information disclosures should also be updated where required on an event driven basis, e.g. following a material change to the CCI's investment strategy.

Where there is more than one manufacturer of a CCI, their respective roles and responsibilities should be set out in a written agreement. The definition of manufacturer is also extended to include firms which have made "a material contribution" to the manufacture of a CCI. However, a single co-manufacturer accepting sole responsibility under the written agreement is not precluded. In particular, the FCA has said that, in the case of listed closed-ended investment funds, it would expect the vast majority of responsibility to be borne by the AIFM. Further rules on firms working together to manufacture products or services are also expected to be consulted on next year.

Obligations on distributors

A key change in the final rules is that distributors will not be required to assess whether the product summary is likely to meet the information needs of the retail investors to whom they are distributing (and potentially prepare their own revised version). Instead, they must simply make use of the (unamended) product summary provided by the manufacturer (although there are a suite of provisions regarding identifying and acting on concerns, for example where they consider the product summary to be misleading in a material way).

Distributors will need to make available an up-to-date product summary at an appropriate stage in the consumer journey.

Distributors must also promote engagement by the retail investor with certain core information disclosures including the information about the CCI's characteristics, costs, performance fees, risk and reward score, material risks and applicable warnings – this may be through the product summary or through separate additional communication (the FCA envisages that firms may use an interactive interface). Notably, there is an exemption from this requirement aimed at execution only brokers and platforms.

The retail investor should then be provided with a copy of the product summary in a durable medium either at the time the sale is concluded or as soon as reasonably practicable afterwards. However, the FCA's rules also state that this must happen "in any case before the retail investor is bound by any agreement to buy or otherwise invest" in the relevant CCI. It is unclear from the drafting of the rules where the FCA is using "concluded" in this context to mean where the terms of the transaction are finalised, but the agreement has not yet become contractually binding, so that there is a distinction between concluding the sale and the customer becoming legally bound to complete it. However, this seems at odds with the FCA's statement in the narrative of the policy statement that the product summary "must be made available before a sale and provided to customers in a durable medium after any sale".

Further, where there is a chain of distributors so that a distributor is acting on the instructions of another distributor which has the retail investor as its client, it is only the distributor with the direct relationship with the retail investor who has the responsibility to provide the product summary. Similarly, the requirement does not apply to a distributor where the CCI is distributed to or through a discretionary investment manager acting on behalf of a retail investor.

Anything else?

Information exchange

For both manufacturers and the distributors there will be a general obligation of proactive and timely cooperation and information sharing. In addition, authorised firms are already subject to more granular obligations under Product Governance and Consumer Duty rules.

Unauthorised persons

As discussed above, unauthorised persons will also be within scope when acting as manufacturers or distributors of CCIs in respect of retail investors in the UK. Apart from operators of recognised schemes (e.g. those registered under the Overseas Funds Regime) and UK listed investment trusts, such authorised persons will be subject to general obligations reflecting some of the FCA's Principles for Businesses, such as acting with integrity; acting with due, skill care and diligence; having appropriate systems and controls; protection of client assets and notifying the FCA of relevant matters (reflecting the Principle 11 notification). There are also some Consumer Duty-lite obligations covering products and services, price and value (except for recognised schemes) and consumer understanding and requirements for a complaints process.

Promotions of CCI

There is no mention of an intention to create an exemption in the financial promotion regime for the CCI product summary or related core information documentation (PRIIPs KIDs currently benefit from a statutory exemption). This is perhaps unsurprising given the non-prescriptive nature of the product summary but is likely to cause complexity for, in particular, unauthorised manufacturers.

PREPARING FOR CCI – SUGGESTED NEXT STEPS

1 Scoping

Identify any CCIs where acting as manufacturer and/or distributor in respect of UK retail investors (taking account of any amendments to the FCA's professional client classifications that may be confirmed in due course)

If manufacturer, identify any co-manufacturers (N.B. written agreement will be required delineating responsibilities and a further FCA consultation is expected on the topic next year)

2 If manufacturer, consider adoption timetable. For manufacturers currently preparing UK PRIIPs KIDs and UK UCITS KIIDs there is a voluntary adoption period 6 April 2026 – 8 June 2027. A natural changeover point may be in line with annual KID/KIID review cycles.

3 For manufacturers, consider updates to data capture process that may be necessary to prepare the produce core information disclosures.

4 Consider mechanics for information exchange between manufacturers and distributors and watch for developments to industry templates which can be used to satisfy these obligations.

5 Consider policy framework updates. These are likely to be most substantive for unauthorised persons who will become subject to Consumer Duty-lite obligations.

6 Confirm means of compliance with UK financial promotion rules. Unauthorised manufacturers and distributors in particular may need to consider this.

If you would like further information or assistance in understanding the new rules, please speak to your usual Travers Smith contact or any of the individuals below.

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