Ashurst Quarterly Debt Capital Markets Update Q2 2025

Welcome to the latest edition of the Ashurst Quarterly Debt Capital Markets Update for 2025. In this edition we summarise the key developments in debt capital markets in the second quarter of 2025.

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

• Postponement of Corporate Sustainability Reporting Directive and Corporate Sustainability Due Diligence Directive
• FCA consults further on new CCI regime
• HM Treasury publishes near-final Order creating new cryptoassets regulated activities
• ESMA technical advice on permissible delay of publication of inside information
• UK's new Private Intermittent Securities and Capital Exchange System (PISCES)
• EU Prospectus Regulation:  Supplement not required for future incorporation by reference
• ESMA report on changes to the format and content of prospectuses
• ESMA clarification of the relationship between the EU Prospectus Regulation and the EuGB Regulation
• ESMA report on civil liability for prospectuses under the EU Prospectus Regulation

Postponement of Corporate Sustainability Reporting Directive and Corporate Sustainability Due Diligence Directive

On 16 April 2025, an Omnibus Directive ((EU) 2025/794) amending the Corporate Sustainability Reporting Directive ((EU) 2022/2464) (CSRD) and the Corporate Sustainability Due Diligence Directive ((EU) 2024/1760) (CSDDD) as regards the dates from which member states are to apply certain corporate sustainability reporting and due diligence requirements was published in the Official Journal of the European Union.  This Directive includes:

• The two-year postponement of CSRD reporting requirements for in-scope companies that are currently required to report in 2026 and 2027.
• The postponement of the deadline for member states to transpose the CSDDD into national law to 26 July 2027.
• The postponement of the application of the CSDDD sustainability due diligence requirements for the largest companies by one year (to 26 July 2028).

The Directive requires member states to transpose the Directive into their national legislation by 31 December 2025.  For more information, see this Ashurst briefing.

FCA consults further on new CCI regime

On 16 April 2025, the FCA launched a supplementary consultation on the new Consumer Composite Investment (CCI) regime, seeking feedback on new proposals that build on those initially made in December.

The new recommendations cover areas that were not addressed in the initial consultation, including:

• the removal of implicit costs from transaction cost calculations;
• adjustments to make the transition period more flexible; and
• changes to align CCI costs disclosure with MiFID costs disclosure.

For more information, see this Ashurst briefing. 

HM Treasury publishes near-final Order creating new cryptoassets regulated activities 

On 29 April 2025, HM Treasury published a near-final draft of the Financial Services and Markets Act 2000 (Regulated Activities and Miscellaneous Provisions) (Cryptoassets) Order 2025, together with a policy note explaining the intended policy outcomes of the provisions in the draft Order.  The draft Order essentially proposes implementing HM Treasury's proposals made in 2023 by (a) creating new regulated activities under the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001, and (b) making associated consequential amendments to other instruments such as existing anti-money laundering and financial promotions requirements for cryptoasset firms.  The planned market abuse and admissions and disclosures provisions envisaged by the 2023 consultation response will apparently be published "in due course".

ESMA technical advice on permissible delay of publication of inside information

On 7 May 2025, ESMA published a final report (ESMA74-1103241886-1086) containing technical advice to the European Commission under the EU Market Abuse Regulation on the circumstances in which it is permissible for an issuer of securities to delay disclosure of inside information following amendments made to EU MAR by the Listing Act package.  The European Commission is required to adopt the delegated acts for which this technical advice was requested by July 2026. However this ESMA advice is likely to be persuasive at least in the period between now and then.

UK's new Private Intermittent Securities and Capital Exchange System (PISCES)

On 10 June 2025, the FCA published Policy Statement PS25/6, setting out the final rules for the Private Intermittent Securities and Capital Exchange System (PISCES). PISCES is a new type of regulated trading platform for the intermittent trading of existing shares in private companies.  It is not available for non-equity securities, although it may be a model for public offer platforms (POPs) contemplated by the UK's new Public Offers and Admissions to Trading Regulations (POATRs) Regime when that comes in to effect.  For more information, this Ashurst briefing is an overview of key focus areas and this Ashurst briefing is a snapshot of the principal features of the PISCES regulatory framework.

EU Prospectus Regulation:  Supplement not required for future incorporation by reference 

Under the Listing Act reforms, issuers are now permitted to incorporate by reference in a base prospectus certain financial information published after the date of the base prospectus.  However, there has been uncertainty as to whether or not issuers are still obliged to publish a supplement if such financial information constitutes a significant new factor which may affect the assessment of the securities.

ESMA has now given clear guidance in newly released Q&As that the obligation to produce a supplement does not apply in such circumstances.  Notwithstanding such guidance, issuers may wish to consider a number of practical and legal complications before deciding to take advantage of this new permission.  For more information see this Ashurst briefing.

ESMA report on changes to the format and content of prospectuses

On 12 June 2025, ESMA published a final report (ESMA32-117195963-1417) containing technical advice with regard to changes to the format and content of prospectuses under the EU Prospectus Regulation regime (which were introduced  by the Listing Act package published in November 2024). This report follows feedback received by ESMA on its October 2024 consultation.  For issues of non-equity securities, the key points include:

• The information in a prospectus for “plain vanilla” debt prospectuses will need to follow a prescribed order. However, this will not apply to certain other prospectuses, such as base prospectuses or those describing securities which give rise to payment or delivery obligations linked to an underlying asset.
• The separate Annexes to the EU PR Regulation for wholesale and retail non-equity securities are to be merged into one set of Annexes for all "standard" non-equity securities, but as is currently the case certain content requirements will only apply for "retail" securities.
• Detailed additional information will need to be included in a prospectus for non-equity securities that are advertised as considering ESG factors or pursuing ESG objectives.
• The Commission now has three months to take a decision on whether to adopt ESMA's proposals with an option to extend that period by one month.

For more information, see this Ashurst briefing.

ESMA clarification of the relationship between the EU Prospectus Regulation and the EuGB Regulation

On 6 June 2025, ESMA published a new Q&A, ESMA_QA_2254, which seeks to clarify the relationship between the EU Prospectus Regulation and the European Green Bond (EuGB) Regulation.  In particular:

• It is the responsibility of the issuer to ensure that the information in the EuGB factsheet is clear and accurate regarding the status of the securities and the documentation required for issuance.
• The EuGB factsheet and the EuGB pre-issuance review are likely to constitute "advertisements" for the purposes of the EU Prospectus Regulation and, as such, must satisfy the corresponding requirements of the EU Prospectus Regulation regime.
• Documentation must make it clear that the designation of "European Green Bond" and "EuGB" only begins when the European Green Bond is actually issued.

ESMA report on civil liability for prospectuses a under the EU Prospectus Regulation

On 12 June 2025, ESMA published its Final Report of technical advice concerning civil prospectus liability (ESMA32-117195963-1413).  The principal conclusion of the report is that ESMA does not advise changes to the existing civil prospectus liability regime under Article 11 of the EU Prospectus Regulation. The differences between member states’ rules on civil prospectus liability are not perceived as a major obstacle to cross-border offerings and therefore not as a significant impediment to the EU's Capital Markets Union (CMU).