The new UK public offers and admissions to trading regime: some top tips for capital market participants

The long-awaited moment has finally arrived… the UK’s new public offers and admissions to trading regime is now in place.

The Public Offer and Admissions to Trading Regulations 2024 (POATRs) now separate the treatment of UK public offers and admissions to trading.

Public offers are now prohibited, unless they fall into one of a defined list of exceptions in the POATRs (note that issuers using the UK capital markets will benefit from a bespoke exception from the public offer regime, for offers of securities that are, or are to be, admitted to trading on a UK regulated market or primary multilateral trading facility). Prospectuses will no longer be required nor approved by the FCA for public offer purposes. 

Prospectuses do, however, remain the starting point for admissions to trading on a UK regulated market, unless a prospectus exemption applies. The framework for prospectuses in respect of admission to trading on a UK regulated market is set out in the FCA’s new 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 issues of bonds but will only be mandatory for the largest further issues by existing issuers (75% or more - although the market may expect a voluntary prospectus at a lower threshold).  

Our earlier briefings outline the key substantive changes brought in by the new rules – see those relevant for all UK regulated market issuers and our separate note on additional points for debt issuers – so in this blog we wanted to highlight some top tips to keep in mind when navigating the new regime.

Cross-border offers

Even if an issuance benefits from a public offer exemption in the UK, issuers seeking to make cross-border offers into Europe will still need to be mindful of the public offer trigger for a prospectus under the EU Prospectus Regulation regime. Both bond and share issues will need to be structured in a way that complies with both UK and EU public offer exemptions, to avoid the need to publish an EU Prospectus Regulation-compliant prospectus. 

Transitional provisions for MTN programmes 

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

Existing MTN programme base prospectuses approved under the UK Prospectus Regulation regime will remain valid up until their 12-month validity expires and will remain subject to the UK Prospectus Regulation regime during that time (so-called “grandfathering” treatment). Related supplementary base prospectuses, as well as programme drawdowns, will also be governed by the UK Prospectus Regulation regime up until the overarching base prospectus expires.

Grandfathering treatment means that MTN programme updates can continue on their normal cycle, with no need to update early to cater for the PRM. Bear in mind, however, that issuers choosing to remain within the UK Prospectus Regulation regime until grandfathering treatment of their base prospectus expires will not also be able to take advantage of the changes introduced by the POATRs and PRM.

When submitting a base prospectus supplement for approval between 19 January 2026 and 18 January 2027, issuers will need to confirm that the pre-19 January 2026 base prospectus remains valid, and that FCA review and approval is required under the old UK Prospectus Regulation regime. 

Prospectus legends and selling restrictions

The new regime brings with it the need for new selling restrictions and prospectus legends to reflect the changes in law and regulation. Industry bodies (the International Capital Market Association for the debt capital markets, and the Association for Financial Markets in Europe and UK Finance for equity capital markets) have been working on developing market standard selling restrictions and legends. 

Care should be taken when relying on repeat documentation to ensure that the new selling restrictions and legends have been included where appropriate, with matching updates to underlying transaction document provisions to reflect the new public offer exceptions in the POATRs.  A new prospectus legend will also be required to meet the FCA’s expectation that an offer relying on the bespoke public offer exception for the UK capital markets should include clear and prominent disclosure that the offer is conditional on admission to a UK regulated market (including timing, required actions and the consequences of admission not going ahead).  

Single listing application

Alongside the changes to the public offers and admissions to trading regime, the FCA has also brought in some updates to the listing applications process in the UK Listing Rules (UKLRs).  

The FCA will now require only a ‘single listing application’ at the point a class of securities is first admitted to trading, with no further listing application needed when a further fungible issue is made (listing of the further issue will be automatic upon issuance).  The new approach to listing will apply to new applicants from 19 January 2026, as well as to existing listed issuers, for whom any future issue of securities in an existing listed class will be listed automatically. Note that, in a bond context, ‘class’ refers to a series of bonds, such that a listing application will be required each time a new series of bonds is issued.

There are some knock-on effects that may require updates to existing processes:

• Block listings no longer required – Block listings – which allowed an issuer to reduce administrative friction by admitting to listing unallotted securities that were issued over an extended period of time, typically in connection with share schemes – are no longer required and have been deleted from the UKLRs.  Issuers that previously used a block listing need take no action but should ensure that internal procedures are updated to reflect the new process.
• Final terms submission – A listing application will still need to be submitted for each new series of bonds issued under a MTN programme. Official listing of securities that are the subject of final terms can be obtained via two channels: by email to Final.Terms@fca.org.uk; or via the Electronic Submission System portal (ESS) using the “IM - Admission of Securities” case type. The final terms must be submitted to the FCA as soon as possible after they have been agreed, and no later than 2pm on the business day before listing is to become effective.
• Further issue final terms submission - Further issues of bonds already admitted to the Official List via final terms will, however, no longer need to be sent to the FCA by email. The final terms must still be filed with the FCA; this can be done by submitting the final terms via the FCA’s Electronic Submission System (ESS) and creating an “NSM File Upload” case, to upload the final terms to the National Storage Mechanism. Note that there will no longer be an email channel to file further issue final terms. 

• Admission to trading deadline and notification requirement - Issuers should be aware that while admission to listing is now automatic for further issues of fungible securities, it is still necessary to ensure those securities are admitted to trading on a regulated market.  For further fungible issues this must be done within 60 days (although GDR issuers and companies with shares listed on the equity shares (international commercial companies secondary listing) category have up to 365 days). All issuers then have a further 60 days in which to notify the market of that admission to trading.  Helpfully, all admissions to trading over the 60-day period can be rolled into a single notification.  

  The London Stock Exchange (LSE) has updated its Admission and Disclosure Standards to reflect the new regime, but will retain a continuing obligation to make an application for admission to trading for a further fungible issue.  LSE rules allow issuers to apply for a ‘block admission’ for a specified number of securities that are yet to be allotted, which may continue to be useful to companies with active share schemes. 

Issuers should also note that the FCA is planning to further streamline the listing applications process, consulting on further updates in CP 25/35.  These changes are not yet in force but feedback from the FCA based on consultation responses is likely early this year.  

Forward-incorporation by reference of financial information into base prospectuses

The PRM permits forward incorporation by reference of certain future financial information in base prospectuses, including annual and interim financial information, audit reports and financial statements. Such future financial information can be deemed to be incorporated by reference into base prospectuses, if and when published through a regulatory information service (RIS).

This is a voluntary option for issuers, but those that seek to use this option will need to include a statement in the base prospectus identifying what information will be forward incorporated by reference and specifying the RIS through which the information will be published.

Issuers calling upon this option will also be able to include ‘evergreen’ language in the base prospectus, to automatically refresh the base prospectus ‘significant change’ and ‘material adverse change’ statements. 

In circumstances where an issuer has a qualified significant change statement or a qualified material adverse change statement in the base prospectus, there may still be a prospect for an issuer to refresh these qualified statements using this type of “evergreen” language, so long as the statements remain accurate and any caveats are specific and detailed enough to meet FCA requirements. 

While inclusion of financial information in this manner will not in and of itself constitute a significant new factor which would then trigger the requirement to produce a supplementary prospectus, an issuer will still be obliged to publish a supplementary prospectus if the financial information that is forward incorporated by reference leads to the ‘significant change’ and ‘material adverse change’ statements (or indeed any other disclosure) becoming inaccurate in a material way.

Protected forward-looking statements

As covered in our earlier briefings, the new regime seeks to encourage the inclusion in prospectuses of forward-looking information, by changing the statutory liability standard that applies to certain statements.  For this new category of ‘protected forward-looking statements’ (PFLS), persons responsible will only be liable to pay compensation if – broadly – they were ‘reckless’ in making the statement (in contrast to the usual ‘negligence’ standard that will continue to apply to all other prospectus disclosures).  

• Presentation of PFLS – To be a PFLS, a statement must meet criteria specified by the FCA in the PRM.  One point where market practice is expected to evolve is around how PFLS must be presented in a prospectus to meet FCA requirements, including the need for both general and content-specific accompanying statements.  In a new  technical note published as part of a general update to the Knowledge Base to reflect the new regime, the FCA has noted the importance of ensuring disclosures remain understandable by investors, with issuers retaining discretion over how to demarcate PFLS disclosures from other prospectus content.  PFLS can be presented either in a separate standalone section – an approach sometimes taken for profit forecasts – or alongside other disclosures that provide context for the forward-looking information.  Where this latter approach is taken, it will be important to ensure that the mandatory accompanying statements do not overwhelm the reader, in particular in sections such as the business description or Operating and Financial Review where a number of PFLS may appear together.  We will continue to engage with the market as practice develops.
• Interplay with UK MAR inside information disclosure obligations – The FCA decided not to impose a standalone requirement on issuers to update the market when the event to which a PFLS refers takes place.  The FCA does, however, expect issuers to consider their obligation to disclose inside information under the UK Market Abuse Regulation (UK MAR) to the market.  As the definition of a PFLS requires that the statement contain information that a reasonable investor would be likely to use as part of the basis of their investment decisions – which is also a key part of the test for inside information – the FCA’s expectation (set out in CP24/12) is that an inside information disclosure announcement may be triggered when the event to which a PFLS refers occurs.  Issuers should be aware of this expectation when considering which prospectus statements to bring within the PFLS regime, and should discuss with their broker, legal and other advisers whether an inside information disclosure obligation has crystallised when the event referred to in a PFLS takes place. 

Conclusion

The new UK public offers and admissions to trading regime retains many of the features of its predecessor while introducing some significant reforms – in particular around further issues and the approach to forward-looking disclosures – that should benefit the UK capital markets.  We continue to engage with market participants as market practice evolves in response to the changes – including the FCA’s plans to engage the market further in 2026 on updated guidance on working capital disclosures – and would be happy to discuss how to take full advantage of its possibilities.  Please get in touch with your usual Freshfields capital markets contact. 

ECM

Christopher Mort, Partner, T +44 20 7832 7145, E christopher.mort@freshfields.com

Julian Makin, Partner, T +44 20 7832 7190, E julian.makin@freshfields.com 

Tom Godwin, Partner, T +44 20 7785 2309, E tom.godwin@freshfields.com 

Richard Ho, Counsel, T +44 20 7427 3073, E richard.ho@freshfields.com 

Egor Marisin, Senior Associate, T +44 20 7832 7409, E egor.marisin@freshfields.com 

Jennifer McCarthy, Senior Knowledge Lawyer, T +44 20 7785 2471, E jennifer.mccarthy@freshfields.com

DCM

Peter Allen, Partner, T +44 20 7832 7110, E peter.allen@freshfields.com 

Duncan Kellaway, Partner, T +44 20 7832 7022, E duncan.kellaway@freshfields.com

Reena Parmar, Counsel, T +44 20 7785 2522, E reena.parmar@freshfields.com 

Laura Clark-Jones, Senior Associate, T +44 20 7785 2119, E laura.clark-jones@freshfields.com

Greg Garfield, Senior Associate, T +44 20 7785 2286, E greg.garfield@freshfields.com