How the UK’s New Prospectus Regime Recalibrates Issuer Liability

In late January, the long-anticipated reform of the UK’s public offers and admissions to trading framework has now taken effect. The Public Offer and Admissions to Trading Regulations 2024 (POATRs) separate the treatment of UK public offers and admissions to trading, introducing a clearer structural distinction between the two.

Public offers are now prohibited unless they fall within one of the defined exceptions in the POATRs. Issuers using the UK capital markets benefit from a bespoke exception for offers of securities that are, or are to be, admitted to trading on a UK regulated market or primary multilateral trading facility. Prospectuses are no longer required or approved by the FCA for public offer purposes.

Prospectuses do, however, remain central to admissions to trading on a UK regulated market, unless an exemption applies. The framework for admission prospectuses is now contained in the FCA’s Prospectus Rules: Admission to Trading on a Regulated Market sourcebook (PRM).

In practice, a prospectus will still be required for main market IPOs and initial bond issues. For existing issuers, a prospectus will only be mandatory for further issues representing 75% or more of existing share capital, although market practice may continue to favour voluntary prospectuses at lower thresholds.

The following areas warrant particular attention when navigating the new regime.

CROSS-BORDER OFFERS

An issuance benefiting from a UK public offer exemption may still trigger prospectus requirements in the EU under the EU Prospectus Regulation regime. Bond and equity offerings with a European investor base must therefore be structured to comply with both UK and EU public offer exemptions to avoid the need for an EU compliant prospectus.

TRANSITIONAL PROVISIONS FOR MTN PROGRAMMES

The POATRs and PRM apply to prospectuses approved by the FCA from 19 January 2026 onwards.

Existing MTN programme base prospectuses approved under the UK Prospectus Regulation regime remain valid until the expiry of their 12 month validity period and continue to be governed by that regime during that time (so called grandfathering treatment). Supplementary base prospectuses and programme drawdowns remain subject to the previous regime until the overarching base prospectus expires.

Grandfathering allows MTN programmes to continue on their existing update cycle without early transition to the PRM. However, issuers remaining within the previous regime during this period will not be able to take advantage of the reforms introduced by the POATRs and PRM.

Where a base prospectus supplement is submitted between 19 January 2026 and 18 January 2027, issuers must confirm that the pre 19 January 2026 base prospectus remains valid and that FCA approval is sought under the former regime.

PROSPECTUS LEGENDS AND SELLING RESTRICTIONS

The new regime requires updated selling restrictions and prospectus legends reflecting the revised public offer framework. Industry bodies, including the International Capital Market Association, the Association for Financial Markets in Europe and UK Finance, are developing market-standard formulations.

Issuers relying on repeat documentation should ensure that selling restrictions and underlying transaction documents are updated to reflect the new public offer exceptions in the POATRs. A revised prospectus legend is also required where the bespoke capital markets public offer exception is relied upon, including clear disclosure that the offer is conditional on admission to a UK regulated market and outlining timing and consequences if admission does not proceed.

SINGLE LISTING APPLICATION

The FCA has also amended the listing application process in the UK Listing Rules (UKLRs).

A single listing application is now required when a class of securities is first admitted to trading. Further fungible issues within that class will be listed automatically upon issuance, without a further listing application.

This approach applies to new applicants from 19 January 2026 and to existing issuers in respect of future issues in an existing listed class. In the bond context, a ‘class’ refers to a series of bonds; a listing application remains required for each new series.

FINANCIAL SERVICES BUSINESS

Block listings have been removed from the UKLRs. While no immediate action is required, issuers should review internal procedures to reflect the revised framework.

Final terms submission requirements have also changed. Listing applications remain necessary for new bond series issued under MTN programmes. Official listing may be obtained via email to the FCA or via the Electronic Submission System (ESS). Final terms must be submitted no later than 2pm on the business day before listing becomes effective.

For further issues of bonds already admitted via final terms, submission by email is no longer required. Filing must instead take place through the ESS via an “NSM File Upload” case.

Admission to trading remains a separate requirement. Further fungible issues must be admitted to trading within 60 days (or 365 days for certain categories of issuers), with a further 60-day window to notify the market. Multiple admissions may be consolidated into a single notification.

The London Stock Exchange has updated its Admission and Disclosure Standards to align with the new regime, although applications for admission to trading remain necessary for further fungible issues.

FORWARD INCORPORATION BY REFERENCE

The PRM permits forward incorporation by reference of certain future financial information into base prospectuses, including annual and interim financial statements and audit reports, provided they are published through a regulatory information service (RIS).

This is optional. Issuers adopting this approach must include a statement in the base prospectus identifying the information to be incorporated and the RIS through which it will be published.

Forward incorporation does not automatically trigger a supplementary prospectus. However, if newly incorporated financial information renders existing significant change, material adverse change or other disclosures materially inaccurate, a supplementary prospectus will still be required.

PROTECTED FORWARD-LOOKING STATEMENTS

A significant reform is the introduction of ‘protected forward-looking statements’ (PFLS). For qualifying statements, the liability standard shifts from negligence to recklessness.

To qualify, statements must meet criteria set out in the PRM, including specific presentation requirements. PFLS may appear in a standalone section or alongside contextual disclosures. In either case, mandatory accompanying statements must be included without undermining overall readability.

The FCA has not imposed a standalone obligation to update the market when the event referred to in a PFLS occurs. However, issuers must consider their obligations under the UK Market Abuse Regulation (UK MAR). Given that PFLS must be information a reasonable investor would consider in making investment decisions, the occurrence of the relevant event may trigger inside information disclosure obligations.

Issuers should therefore consider carefully, with advisers, which statements are brought within the PFLS category and the implications for ongoing disclosure.

Conclusion

The new UK public offers and admissions to trading regime preserves much of the existing prospectus framework while introducing structural reforms, particularly in relation to further issues and forward-looking disclosures. For issuers and advisers, the principal task now is careful navigation of the new exemptions, transitional provisions and liability standards, particularly where cross-border offerings or forward-looking statements are involved.