The FCA has published an Engagement Paper on Non-Equity Securities that looks at how the listed market can facilitate broader access to listed debt (Bonds).

Winterflood Securities, established in 1988, was founded with the belief that access to investing is essential for all parts of society. Never has this been more important since the recent resurgence in the asset class of ‘fixed income’, as investors seek to create portfolio’s inclusive of Bonds and Gilts, capitalising on higher yields and the tax-exemptions available from trading these listed asset classes.

The investor world is changing; a World Wealth Report by Capgemini Research Institute highlights global growth of the middle class as the increasing financial influence driving the expansion of affluent wealth. Data from Wealth Platforms such as Hargreaves Lansdown and Interactive Investor in 2022 revealed that each of their DIY investing platforms had nearly 1,000 ISA Millionaires, with the average age of the DIY investor at 72. This aligns with the substantial number of over-65s in the UK, which accounted for 18.4% of the population (12.4 million people) in mid-2021 and which is expected to rise to 16.4 million by 2041. This investor group are likely to consider bonds in their portfolios, as a source of income, but currently they are not able to invest in bonds directly.

Investors have direct access to many asset classes, so why not Bonds?

Regulatory frameworks have historically offered little to incentivise corporate bond issuers and their advisors to create bond issuances, with the retail and wealth management community in mind, which has meant that today, only 50 listed bonds are available to this investor base for investment purposes, yet in 2008, investors had access to around 500 listed bonds, which had low denominations of £1,000, or less.

Adopted regulation over the last 15 years has led to increased costs for corporate bond issuers to include investors other than institutional, which has in turn reduced the number of listed bonds that retail and wealth management can access, despite the institutional market having a universe of over 1,300 bonds at their reach. It has become easier for listed companies to structure their bonds with high denominations of £100,000, which acts as a clear barrier to inclusivity. This entry value is too high for retail and wealth managers who would struggle to meet this threshold in both primary and secondary markets.

But this could change with the recent proposed changes put forward by the FCA.


The FCA is seeking feedback on its proposals to facilitate broader access to listed bonds:

  • ·        An FCA engagement paper, launched in May, seeks views on how changes could be made to improve admissions in the debt capital markets. Importantly, it proposes the removal of the barriers that have incentivised bond issuance in denominations of at least £100k, for listed companies.
  • ·        The FCA’s proposals seek to discuss a world where listed corporate entities can issue the same bond to both wholesale and retail investors, side by side.
  • ·        Further, the FCA has put forward the idea of a bond issuance scheme that could simplify plain vanilla bond issuance that includes retail investors. According to the FCA Engagement Paper 4 (page 9, paragraph 34): We [the FCA] think there may be an opportunity for a scheme which encourages the issuance by seasoned UK-listed corporates of simple standardised unsubordinated unsecured corporate bonds aimed at a wide range of investors, retail, and wholesale. As we note above, a product in which sophisticated institutional investors are keen to invest is likely to offer better terms for all investors, including retail investors than a product aimed solely at retail investors due to the additional scrutiny and pricing pressure institutional investors exert. Such a scheme may be to the benefit of all participants, issuers, and investors alike, giving issuers a new additional source of demand for their bonds and by giving investors better access to corporate credit.”

Winterflood Securities supports the Wealth Management and Retail community in advocating for a material change in perception, of investor access to bonds, in line with the FCA Paper on Non-Equity Securities.

You can read and respond to the FCA paper here, Non-equity securities – FCA Engagement Paper 4


If you would like to discuss the non-equity Engagement Paper, please feel free to contact us:


 Stacey Parsons

 Head of Fixed Income Strategy
Stacey has 20+ years’ experience as a Retail GEMM, focusing on core trading, risk, governance, E-solutions, fixed income product, strategy, and industry development. Stacey specialises in servicing retail, private client investors and wealth managers in fixed income. Stacey is a strategic voice for financial inclusion in fixed income in the UK and is the Chair of the Investor Access to Regulated Bonds working group (IARB).



 Michael Smith 

 Debt Capital Markets
Michael has the CFA Analyst designation and almost 20 years' experience in European high yield debt capital markets at Chase Manhattan, JPMorgan, Dresdner Kleinwort Wasserstein, Bank of Scotland, and Investec.
Michael offers extensive direct experience of complex leveraged finance transactions, including bank debt, mezzanine or high yield bonds. Private Placements and private placements into direct debt funds



 Nick Dilworth 

 Head of Capital Markets Compliance
Nick is responsible for delivering and developing products and solutions in line with new regulation across all areas of the business. Nick is a Chartered Accountant and has spent over 20 years working in Financial Services, 10 years as a consultant for Deloitte, where he was seconded to the BBA also. Nick’s understanding of regulatory frameworks allows for a step-by-step delivery of developing solutions and change to Business and Client development. 


Winterflood has 30+ plus years of supporting eligible counterparties and the wider community in Financial Services. Winterflood agrees the objectives of this recent FCA Engagement Paper that seeks to improve the regime for non-equity securities (bonds), to deliver retail and wealth management access to this asset class.

Winterflood Securities Ltd is authorised and regulated by the Financial Conduct Authority.