The UK’s previous prospectus regime, in existence before January 19, 2026, was closely aligned with the Prospectus Regulation (EU) 2017/1129, which was onshored in the UK after Brexit as the UK Prospectus Regulation (the UK PR). From January 19, 2026, the UK PR has been replaced by a new regime that consists of the UK’s Public Offers and Admissions to Trading Regulations 2024 (the POATRs) and the Prospectus Rules: Admission to Trading on a Regulated Market sourcebook (the PRM) made by the Financial Conduct Authority (the FCA). The PRM, subject to exemptions, requires a prospectus for admission to trading on London’s main market, which is a UK regulated market. However, the transitional and saving provisions in regulation 48 of the POATRs and regulation 12 of the Financial Services and Markets Act 2023 (Commencement No. 11 and Saving Provisions) Regulations 2025 mean that the UK PR will continue to apply to any offers or admissions made in reliance on a prospectus approved by the FCA before January 19, 2026, for the remainder of its validity.
Although the new regime retains many familiar concepts for debt issuers, it introduces a different legislative framework and some substantive changes from the previous regime. Key points for debt capital markets practitioners are outlined below.
- Legislative framework. Under the previous regime, a prospectus was needed for any offer of securities to the public, subject to certain exemptions. In contrast, the POATRs has a blanket prohibition on offering relevant securities to the public unless the offer falls within an exception. The list of exceptions broadly tracks the previous exemptions and provides exceptions for offers below GBP5 million, offers to qualified investors (QIs) only, offers to fewer than 150 persons other than QIs and offers of securities with a denomination of at least GBP50,000. A new exception is available where the offer is conditional on the admission of the transferable securities to trading on a UK regulated market or primary multilateral trading facility (MTF), or where the transferable securities being offered are at the time of the offer admitted to trading on a UK regulated market or primary MTF.
- A single disclosure regime for all debt securities. A significant change from the previous regime is the adoption in the PRM of a single disclosure standard for debt securities, based on the previous regime’s wholesale disclosure standards. The FCA’s aim is to simplify the regime and remove barriers that have historically discouraged issuers from offering low-denomination corporate bonds, thereby improving access for retail investors and smaller funds. Notably, a summary is no longer required for any debt prospectus approved by the FCA under the new UK regime.
- Further alleviations for UK listed companies issuing “plain vanilla listed bonds”. Senior unsecured, plain vanilla, listed bonds issued by a UK listed company (or a wholly owned subsidiary of such a company benefitting from an unconditional and irrevocable guarantee from it) benefit from further alleviations: lighter touch UK product governance rules, and an exemption from annual and half-yearly financial reporting requirements that applies to issuers of exclusively wholesale denominated debt securities also now extends to an issuer of exclusively wholesale and “plain vanilla listed bonds” where that issuer is a wholly owned subsidiary of a UK (equity) listed issuer (UK Listing Rules on financial information continue to apply).
- Sustainability disclosure. The PRM does not introduce mandatory sustainability disclosure requirements for prospectuses, other than a requirement that a prospectus states whether the bonds are marketed as green, social, sustainable or sustainability-linked and/or issued under an ESG framework. However, the FCA expects issuers to consider including in prospectuses additional disclosure aimed at bridging the gap between prospectuses and bond frameworks. Though the additional disclosure is not mandatory, the FCA expects issuers to consider whether it is relevant for the purposes of meeting the necessary information test.
- Clarified necessary information test. The test is carried over to the new regime largely unchanged but, for the purposes of debt securities, refined to clarify that the “prospects” of the issuer and any guarantor are to be read as creditworthiness. If debt securities represent or are linked to an underlying asset, necessary information that is material to an investor for making an informed assessment of the underlying assets must also be disclosed.
- Forward incorporation of financial statements. Under the PRM issuers may incorporate future annual and interim financial information in base prospectuses, without the need for a supplement (although issuers can still voluntarily supplement for such financials). Publication of information that is forward incorporated by reference into a base prospectus does not, by itself, trigger the preparation of a supplement for a significant new factor, unless it causes a material mistake or material inaccuracy in any other information already appearing in the base prospectus. The FCA indicated in its Technical Note TN/628.4 that it requires significant change and material adverse change disclosure to be as precise and detailed as possible and that an "evergreen" change statement could not describe the relevant change that has occurred in a manner that is “sufficiently precise and detailed”. The FCA stated in the Technical Note that a statement that refers to “recent developments described in the most recent annual report” is not sufficiently precise and detailed.
- Greater flexibility to supplement base prospectuses. Under the PRM, issuers are permitted to use a supplement to change the terms and conditions in a base prospectus in such a way that amounts to the introduction of new products by way of a supplement. There are conditions attached to this (e.g. this is not available for introducing asset-backed securities or securities linked to an underlying asset), but the flexibility may still be helpful for issuers.
- Withdrawal rights do not arise from supplements to “wholesale” prospectuses. The PRM expressly confirms the market understanding under the previous regime and makes it clear that withdrawal rights do not arise from the publication of a supplement where the relevant offer benefits from one or more of the general exceptions from the prohibition on offers to the public, i.e. an offer to QIs only, an offer addressed to fewer than 150 persons in the UK other than QIs or an offer of securities with a denomination per unit of at least GBP50,000. Withdrawal rights instead apply to offers made in reliance on the exception in paragraph 6(a) of Schedule 1 to the POATRs—which includes offers conditional on admission to trading on a UK regulated market—likely to be most relevant for issuers actively intending to issue in low denominations and target retail investors in the UK.
- Exemption for tap issues from the prospectus requirement raised to 75%. The FCA has opted to increase the cap applicable to tap exemptions (historically 20%) to 75% of the existing amount of debt securities over a 12-month period. This exemption in the PRM is expected to be more useful in the context of standalone prospectuses, given the ease of documenting programme issuance using final terms.
- Changes to other prospectus exemptions. The FCA has removed the previous exemption for non-profit making bodies. Conversely, the PRM includes exemptions from the prospectus requirement for instruments of Islamic finance backed by a sovereign or central bank in such a way that the economic effect is as though the relevant sovereign or central bank were the issuer of the debt securities or over which a credit support arrangement by a sovereign exists that is equivalent to a sovereign guarantee.
- Protected forward-looking statements (PFLS). The PRM introduces an alleviated liability regime for forward-looking statements that meet prescribed conditions and safeguards. There are limited circumstances in which this regime may be used by debt issuers, and relevance is expected to be greater in the equity capital markets space.
- Rules on primary MTFs. In a further difference from the previous regime, which applied to purely regulated market admissions, the FCA has set out requirements for primary MTFs that do not meet the “qualified investor condition”. For example, an MTF admission prospectus will be required, although the market operator will set the detailed content for this. Primary MTF requirements are not expected to impact London’s International Securities Market (ISM) due to it meeting the qualified investor condition.
For more information and assistance, please contact our global financial markets team.
In addition:
- Partners Amanda Thomas (London) and Tom Grant (London), and counsel Jennifer Cresswell (London) discuss how the new framework of The Public Offers and Admissions to Trading Regulations 2024 reshapes the landscape and share their thoughts on some of the changes coming into application from January 19, 2026 from a debt capital markets perspective.
