New UK Prospectus Regime

An interesting and significant development in the UK capital markets space is the recent publication by the Financial Conduct Authority (the FCA) of its Policy Statement PS25/9 (the Policy Statement) (link set out below) in July 2025, setting out the final rules for the admission of securities to trading on UK regulated markets under The Public Offers and Admissions to Trading Regulations 2024 (POATRs). This will usher in a new UK prospectus regime that is expected to come into effect on 19 Jan 2026. 

This new prospectus regime will effectively replace the retained EU Prospectus Regulation (the EU PR) (through the revocation of the UK Prospectus Regulation (the UK PR)), with significant implications for both debt and equity capital markets practice.

Some key changes of which to be aware include:

1. A new rulebook: the FCA's existing Prospectus Regulation Rulebook will be replaced with a new sourcebook (the text of which is set out in the Policy Statement). While there are a number of revisions, it appears that the content requirements of a prospectus published under the new regime will remain broadly similar to those under the existing UK PR regime. 
2. When a prospectus is required: the FCA will only require a prospectus to be published in connection with an application for the listing of securities on UK regulated markets.  
   
   Certain exemptions from the requirement to publish a prospectus will continue to apply – e.g., securities offered / guaranteed by local / national governments or public international bodies (i.e. supranational organisations such as the European Bank for Reconstruction and Development) which are to be admitted to trading on a UK regulated market.
3. Issuance of fungible securities: listed issuers will be exempt from the need to publish a prospectus in relation to an issue of fungible securities unless the number of the new securities is 75% of more than the number of existing securities. This threshold is significantly higher than the threshold imposed by the EU PR (30%), which should, so the argument goes, make the UK regulated market a more competitive listing venue relative to EU listing venues. 
    
   Note however that issuers of such fungible securities will still need to ensure that their market disclosure obligations under the UK Market Abuse Regulation (UK MAR) and the FCA’s Disclosure Guidance and Transparency Rules sourcebook (DTRs) are met. 
    
   The FCA has clarified that issuers shall be allowed to publish a prospectus on a voluntary basis, notwithstanding this exemption; we have every expectation that issuers (particularly of debt securities) will adopt this approach, as this would align with international investors' expectations and would provide issuers with the safeguards of having produced disclosure. 
4. Protected Forward Looking Statements (PFLS): this is a significant introduction providing liability protection to issuers for certain / eligible forward-looking statements, with the FCA recognising the role and importance of such statements to potential investors in determining whether to invest in securities. The POATRs establishes a new liability threshold of recklessness / dishonesty for this category of PFLS. To qualify as a PFLS, the relevant forward-looking statement must:
    
   a. contain financial information; 
   b. relate to a future event, the verification of which may only be possible after the publication of such statement; and
   c. include an estimate of when the projected event is expected to take place.
    
   An issuer seeking to include PFLSs in its prospectus will be required to include (i) a general health warning / statement to notify investors that the prospectus includes PFLSs, and (ii) identify each specific PFLS as such wherever it appears in the prospectus. 
   
   The FCA has flagged that the PFLS regime will be of particular relevance to equity offerings (in particular IPOs). It remains to be seen how relevant this will prove to offerings of debt securities, although our view is that the existing approach to forecasts will continue to apply as the market standard.
5. Historical financial information: The new regime shall continue to require three years of historical audited financial information of issuers of equity securities and two years of historical audited financial information of issuers of debt securities.
6. Prospectus summary: a prospectus summary shall continue to be required in relation to prospectuses issued in relation to equity securities but shall no longer be required for prospectuses issued in relation to debt securities (i.e., retail offerings). 
7. Walkaway rights: Under Article 23 of the EU / UK PR, investors have a right to withdraw their acceptances of an investment in securities, when a significant new factor, material mistake, or inaccuracy arises and a supplement to the prospectus is published after their initial agreement to purchase the securities, but before the securities are delivered. The new regime will do away with this in relation to certain offers – for example, where the offer is made only to qualified investors or made in connection with securities whose denomination per unit amounts to at least £50,000 (or equivalent in the applicable currency of the offering).

Finally, a quick note to emphasise that this relates to an admission of securities to UK regulated markets – i.e. the Main Market of the LSE. 
 
The link to the Policy Statement is as follows: https://www.fca.org.uk/publications/policy-statements/ps25-9-new-rules-public-offers-admissions-trading-regime

Please do not hesitate to contact your Trowers' Banking and Finance contact, should this be of interest or should you have any questions.