Ashurst Quarterly Debt Capital Markets Update Q1 2026

Welcome to the latest edition of the Ashurst Quarterly Debt Capital Markets Update for 2026. In this edition we summarise the key developments in debt capital markets in the first quarter of 2026.

We have a number of different developments to report on in this edition:

• ICMA recommended form of POATRs Final Terms
• Forward incorporation by reference and use of “evergreen” language
• Use of a supplement to change programme terms and conditions
• UK Prospectus Regulation revoked and replaced by the POATRs
• Goodbye to Listing Particulars and the London Stock Exchange's PSM
• Commission proposals for changes to the format and content of EU prospectuses
• Euroclear and Clearstream dematerialise Eurobond issuance
• A base prospectus as an EU Follow-on prospectus
• Revocation of UK PRIIPs Regulation - Revised forms of ICMA UK selling restrictions

ICMA recommended form of POATRs Final Terms

On 9 January 2026 ICMA circulated to its Primary Documentation Group a draft recommended form of Final Terms which is intended to reflect the requirements of the UK's Public Offers and Admissions to Trading Regulations 2024 (the POATRs) regime which came into effect on 19 January 2026.  This text is still subject to further revision as and when ICMA receives feedback from its wider membership.  It is also subject to further revision to take account of the revocation of the UK PRIIPs Regulation regime on 6 April 2026 and its replacement by the Consumer Composite Investments (CCI) Regulations regime.

Forward incorporation by reference and use of “evergreen” language

In its Primary Market Bulletin (PMB) 61 published on 12 January 2026 the FCA finalised the amendments to its Technical Note TN/ 628.4 dealing with the new guidance on "evergreen language" in significant change/material adverse change statements in prospectuses in the context of forward incorporation by reference under the POATRs regime.

The final version of TN/ 628.4 confirms that:

• “evergreen” language is acceptable to be included in a base prospectus that provides for forward incorporation by reference in relation to clean significant change statements and clean material adverse change statements; and
• generally, a qualified significant change statement or a qualified material adverse change statement cannot be refreshed using this type of “evergreen” language.

However, the Technical Note recognises that there may be limited circumstances where a qualification of a significant change or material adverse change statement may meet the general requirement to be sufficiently precise and detailed yet may remain accurate notwithstanding new information being forward incorporated by reference. For instance, this may be the case where the qualification is cross-referring to a specific on-going topic or a recurring sub-heading.

Use of a supplement to change programme terms and conditions

Also in its Primary Market Bulletin (PMB) 61, the FCA finalised its Technical Note TN/ 605.5 dealing with supplements to prospectuses and base prospectuses.

Of particular note is the FCA's refusal to contemplate any flexibility in the circumstances in which a supplement may be used to change the terms and conditions of the securities that may be issued under a base prospectus as set out in PRM 10.1.9R(1) and (2).  That is, only where:

• the changes result in the securities remaining fungible with securities that could have been issued under the base prospectus immediately prior to the changes; or
• the changes result in the securities not being fungible but where the new securities are not asset backed securities or securities linked to an underlying asset.

Otherwise the Technical Note expressly states that a supplement should relate to the securities for which the base prospectus was originally drafted and it is not appropriate to add entirely new securities to a base prospectus via a supplement.

Note though, in its Quarterly Consultation CP26/8 published on 6 March 2026, the FCA proposes replacing the word ‘fungible’ in PRM 10.1.9R(1) and (2) with the words ‘manifestly the same’, which it believes will restore its intended policy position.

UK Prospectus Regulation revoked and replaced by the POATRs

With effect from 19 January 2026 the UK Prospectus Regulation regime (the post-Brexit version of the EU's Prospectus Regulation regime) has been revoked, including the FCA's Prospectus Regulation Rules (PRR) sourcebook, and replaced by the Public Offers and Admissions to Trading Regulations 2024 (SI 2024 No. 105) (the POATRs) and the rules in the FCA's Prospectus Rules: Admission to Trading on a Regulated Market (PRM) sourcebook.  For more information, see this Ashurst briefing.

Goodbye to Listing Particulars and the London Stock Exchange's PSM

With effect from 19 January 2026 the UK Listing Rules (UKLRs) have been amended to remove Listing Particulars as an admission document.  Going forward, new securities seeking admission to the UK Official List will need to be admitted to trading on a regulated market (which will require an approved prospectus or an exemption).  This is subject to transitional provisions which will allow securities fully fungible with existing securities that are admitted to trading on the London Stock Exchange's PSM and are on the Official list to be the subject of further issuances on the PSM. 

Also with effect from 19 January 2026 the London Stock Exchange has made a number of changes to its Admission and Disclosure Standards which, amongst other things, reflect the PSM no longer being open to admissions of new classes of securities and the removal of Listing Particulars as an admission document.

Commission proposals for changes to the format and content of EU prospectuses

On 11 February 2026 the European Commission published its proposals for a Delegated Regulation concerning changes to the format and content of prospectuses under the EU Prospectus Regulation regime required by the Listing Act package published in November 2024.  For more information, see this Ashurst briefing.

Euroclear and Clearstream dematerialise Eurobond issuance

On 16 March 2026, Euroclear and Clearstream, the two International Central Securities Depositories (ICSDs), announced the launch of their new Dematerialised Securities Structure, an alternative structure for issuing debt securities under English law that are settled within the clearing and settlement systems of the ICSDs.  In-scope issuers will also continue to have the option to issue debt securities using traditional bearer/registered note structures.  At present the dematerialised option will only be available for securities which are:

• expressed to be governed by English law and subject to the jurisdiction of the English courts; and
• issued by an issuer incorporated in England (or any other part of the UK) or a supranational issuer.

However, assuming this roll out is successful, the ICSDs' intention is to extend it gradually to other issuers and other legal systems.

A base prospectus as an EU Follow-on prospectus

On 4 March 2026, the European Commission published its proposed form of a Regulation to amend Regulation (EU) 2019/980 (the EU PR Regulation) to introduce, amongst other things, new minimum disclosure Annexes into the EU PR Regulation for EU Follow-on prospectuses relating to equity and non-equity securities.  This follows on from the "Listing Act" package of amendments to the EU Prospectus Regulation which, amongst other things, provides that with effect from 5 March 2026, a new simpler form of prospectus, the EU Follow-on prospectus, has replaced the previous simplified disclosure regime for secondary issuances.  

It is noteworthy that the option of an EU Follow-on prospectus will be available to any issuer which has had any securities (of any description) admitted to trading on a regulated market in the EU for at least 18 months.  Although the name "Follow-on prospectus" suggests a prospectus for a tap issue, it is clear that a base prospectus may be drawn up as an EU Follow-on prospectus by any issuer or guarantor which satisfies this condition.  The securities note information in a base prospectus will essentially be the same irrespective of whether or not it is drawn up as an EU Follow-on prospectus but the registration document information could be considerably less extensive in an EU Follow-on prospectus which could make it an attractive option for many seasoned issuers.

The proposed new minimum disclosure Annexes for EU Follow-on prospectuses are not yet in force, but in a Public Statement issued on 18 February 2026 (ESMA32-753890202-3066) ESMA has recommended that stakeholders proceed as though they are in force.

Revocation of UK PRIIPs Regulation - Revised forms of ICMA UK selling restrictions

On 5 March 2026, ICMA circulated to its Primary Documentation Group a revised form of Appendix A13b – Selling restrictions and legends (UK) of its Primary Market Handbook which is intended to reflect the requirements of the Consumer Composite Investments (CCI) Regulations regime, which has largely replaced the UK PRIIPs Regulation regime with effect from 6 April 2026.  For more information, see this Ashurst briefing.