New UK public offers and admissions to trading regime in force from 19 January 2026

The POATRs: a new framework for prospectuses

The new UK prospectus regime, known as the Public Offers and Admissions to Trading Regulations 2024 (SI 2024/105) (POATRs), came into force on 19 January 2026 and is part of a package of detailed initiatives to boost the competitiveness of the UK's financial services sector as part of the UK Government's aim to foster economic growth.

The POATRs establish a new framework to replace the on-shored UK version of the EU Prospectus Regulation (UK Prospectus Regulation) and give the Financial Conduct Authority (FCA) power to make more detailed rules, paving the way for a new flexible and streamlined regime. In addition, the FCA's new sourcebook, with rules on admissions to trading on regulated markets and known as the “Prospectus Rules: Admission to Trading on a Regulated Market sourcebook (PRM)”¹, replaced the UK Prospectus Regulation Rules in the FCA's Handbook with effect from 19 January 2026. Going forward, the FCA will approve documents under the new PRM sourcebook. The UK Prospectus Regulation was revoked on 19 January 2026, the same day that the POATRs came into force. 

New public offers regime

Under the POATRs, the rules for public offers and admission to trading have been split out so that there is (i) a prohibition on all public offers of relevant securities unless an exemption applies; and (ii) a new designated activity of requesting or obtaining the admission of transferable securities to trading on a regulated market, granting broad rule-making powers to the FCA, including in respect of when a prospectus is required and what it should contain, which are set out in the PRM. 

Previously, under the UK prospectus regime, a public offer of securities in the UK required the publication of a prospectus, unless an exemption applied. The POATRs amend this position, such that all public offers of relevant securities in the UK are prohibited unless they fall within a specific exemption. This means that a prospectus will no longer be required for a public offer, although may be required in respect of the admission of the offered securities to trading on a regulated market or a primary multilateral trading facility (MTF) (see further below).

The list of exemptions to the prohibition on public offers is set out in Schedule 1 to the POATRs and includes many exemptions that have been carried across from the UK Prospectus Regulation such as those for an offer made to qualified investors (QIs) only, an offer to fewer than 150 persons in the UK and an offer of relevant securities with minimum denominations of at least £50,000 (or equivalent amount) (as compared with the previous EUR 100,00 threshold). In addition, a prospectus will not be required for any public offer of transferable securities that are already admitted to, or are conditional upon their admission to trading on, a regulated market or a primary MTF. Where no other exception applies, offers of “off-market” relevant securities where the total consideration is £5 million or more must be made on an FCA-regulated public offer platform (POP).

Government, local or regional authorities as well as public international bodies who issue debt securities will continue to be exempt issuers.

It is interesting to note that the prohibition on public offers of relevant securities includes not just transferable securities but also non-transferable securities, thereby capturing a broader range of instruments that are non-transferable.

Key changes for debt capital markets issuances

Single disclosure standard

The POATRs have removed the distinction between “wholesale” and “retail” disclosure, instead there is a single disclosure standard that is based on the previous “wholesale” regime. The minimum disclosure requirements for non-equity securities are set out in Annex 6 (registration document) and Annex 11 (securities note). There are also additional, tailored disclosure requirements for ABS (Annexes 7 and 14) and securities with a derivative element (Annex 12). There is no longer a requirement to produce a summary for debt issuances.

Forward incorporation by reference of financials

Issuers can now incorporate future annual and interim financial information and audit reports by reference to a base prospectus, if published through a regulatory information service (RIS). This means that it is no longer necessary to publish a supplement, provided that any new information incorporated is not published to correct a material mistake or inaccuracy in the prospectus. Careful thought will be needed when drafting “evergreen language” in base prospectuses having regard to the FCA guidance. This is similar to the changes brought in by the EU Listing Act to the EU Prospectus Regulation.

Supplements

There is more flexibility around when issuers can use supplements to amend a base prospectus with non-material information. However, there are certain limitations including that the securities must not be asset backed or linked to an underlying security.

Protected forward looking statements

The POATRs introduce a new concept of “Protected Forward Looking Statements” (PFLS), which will be subject to a different liability threshold, based on fraud or recklessness. This is to encourage issuers to include more forward looking information in their prospectuses to help investors make better informed investment decisions. These statements must be clearly demarcated within the prospectus and accompanied by a statement identifying them as protected forward looking statements. The PRM define the criteria and exclusions for what qualifies as a PFLS.

Plain vanilla listed bonds

The FCA, in the PRM, has introduced a new concept of “plain vanilla listed bonds” (PVLBs) that benefit from certain alleviations (including from the product governance rules) and can be used by some UK listed corporate issuers. The aim of the PVLB concept is to help encourage issuances of low denominations to retail investors in the UK. Although the definition of PVLBs is narrow it will be interesting to see if this results in greater UK retail issuance through PVLBs.

Necessary information test

The statutory "necessary information" test is retained such that the prospectus must contain all necessary information for investors to make an informed assessment of the issuer and the securities being offered, although for debt securities “informed assessment” should be read as a reference to an assessment of the “creditworthiness” of the issuer and any guarantor.

Sustainability-related disclosures

The PRM sets out certain disclosure requirements for issuances of green, social or sustainable use of proceeds bonds and sustainability linked bonds. In particular, an issuer must now state in the prospectus whether the particular debt securities are marketed as green, social, sustainable or sustainability-linked or issued under a bond framework or equivalent document. In addition, the FCA has advised that issuers should consider whether any further additional supporting information is required in order to satisfy the “necessary information” test and has provided some guidance for issuers to take into account, although it is voluntary in order to preserve flexibility for issuers whilst the market develops. Further disclosure, the FCA suggests, could include the availability of the bond framework, whether any standards or principles have been followed in developing the framework and details of any external reviewer(s). The FCA also provides guidance as to what type of information issuers might want to consider in relation to use of proceeds bonds and sustainability-linked bonds.

Further issuances

There is now more flexibility for tap issuances of listed debt securities as the FCA has amended its UK Listing Rules so that no further application for listing needs to be made to the FCA. Instead, the issuer must make a new market notification via an RIS containing specified information, including the number of further securities admitted to trading and file the final terms for any fungible issuance with the FCA. Given that there will no longer be an application for listing to the FCA, careful thought will need to be given as to how that is addressed on transactions and, in particular drafting of Part B of the final terms in respect of listing (which historically may have referred to an application being made to the FCA).

Removal of listing particulars

The FCA has confirmed that, from 19 January 2026, it no longer accepts listing particulars as an admission document for securities seeking listing and trading on the Professional Securities Market (PSM). Fungible issuances of securities that were already admitted to trading on the PSM are still permitted².

Grandfathering

There is a grandfathering provision whereby prospectuses and base prospectuses that were approved by the FCA before 19 January 2026 under the UK Prospectus Regulation will remain valid for the remainder of their 12-month validity period. Any such prospectuses and related supplements will continue to be subject to the UK Prospectus Regulation until the end of their validity period.

Final thoughts

The FCA has set out the new forms and checklists that should accompany submissions of draft documents prepared under the POATRs so market participants should ensure that these forms are used going forward³. In addition, issuers will need to consider applicable changes to prospectuses such as updates to the selling restrictions and legends to cover the POATRs.

It is helpful that the overall effect of the POATRs on debt issuances is one of introducing targeted changes designed to provide a more streamlined regime rather than wholesale reform. UK corporate issuers may be interested in taking advantage of the new alleviations for PVLBs which may lead to a stronger UK retail debt issuance market.  

This note is for guidance only and should not be relied on as legal advice in relation to a particular transaction or situation. Please contact your usual contact at Hogan Lovells if you require assistance or advice in connection with any of the above.

Authored by Isobel Wright, Jennifer O'Connell, and Andrew Carey.