Ashurst Quarterly Debt Capital Markets Update Q4 2025

Welcome to the first 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 last quarter of 2025.

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

• EU Prospectus Regulation - Template and layout of prospectuses and summaries
• Dematerialisation of UK company shares
• Revocation and replacement of the UK Prospectus Regulation
• Revocation and replacement of the UK PRIIPs Regulation
• The Green & Social Bond Principles - Guidance for Climate Transition Bonds (CTBs)
• Commission FAQs on the EU Green Bond Regulation
• ESG ratings providers – UK approach
• UK proposes a new benchmarks regime

EU Prospectus Regulation - Template and layout of prospectuses and summaries

Articles 6(8) and 7(15) of the EU Prospectus Regulation, which were inserted in December 2024 by the amending Regulation (Regulation (EU) 2024/2809) as part of the Listing Act package:

• require ESMA to draft implementing technical standards (ITS) to specify the template and layout of prospectuses and summaries, including the font size and style requirements, depending on the type of prospectus and the type of investors targeted; and
• empower the Commission to adopt those ITS.

By a letter dated 1 October 2025 (together with its annex) the Commission notified ESMA (and others) that, in view of its current workload it is de-prioritising a number of ITS which it is empowered to adopt, including those specified above. As a result, the Commission says it will not adopt these ITS before 1 October 2027.

Dematerialisation of UK company shares

On 9 October 2025, the UK government appointed Mark Austin to establish and chair the Dematerialisation Market Action Taskforce (DEMAT) and published Terms of Reference which set out the objectives and governance structure for DEMAT. This is following the recommendation in the Digitisation Taskforce final report published on 15 July 2025 regarding reforms to the UK's shareholding framework. This report recommended, amongst other things, replacing existing paper-based or "certificated" share registers by "digitised" share registers before the end of 2027.

Revocation and replacement of the UK Prospectus Regulation

On 14 October 2025, the Financial Services and Markets Act 2023 (Commencement No 11 and Saving Provisions) Regulations 2025 (SI 2025/1078) were published on legislation.gov.uk. Amongst other things, these Regulations will revoke the entire UK Prospectus Regulation regime on 19 January 2026 subject to certain transitional provisions in relation to an offer of securities to the public or a request for the admission of securities to trading on a regulated market that is:

• first made before 19 January 2026; or
• made in reliance on a prospectus which has been approved by the FCA in accordance with the UK Prospectus Regulation before 19 January 2026.

The UK Prospectus Regulation regime will be replaced by the Public Offers and Admissions to Trading Regulations 2024 (the POATRs) regime. On 17 October 2025, the FCA published Primary Market Bulletin 58 (PMB 58) which contains guidance on submitting documents and working with the FCA during the period prior to the implementation of the POATRs regime. PMB 58 also contains consultations on four new guidance notes, changes to five technical notes and consequential changes to 30 existing technical notes and seven existing procedural notes relating to the prospectus regime, to reflect changes as a result of the implementation of the POATRs regime. For more information, see this Ashurst briefing.

Revocation and replacement of the UK PRIIPs Regulation

On 14 October 2025, the Financial Services and Markets Act 2023 (Commencement No 11 and Saving Provisions) Regulations 2025 (SI 2025/1078) were published on legislation.gov.uk. Amongst other things, these Regulations will revoke the entire UK PRIIPs Regulation regime on 6 April 2026.

On 8 December 2025, the FCA published final rules on the new Consumer Composite Investments (CCI) regime, which will replace the UK PRIIPs Regulation regime. The final rules contain a number of changes from those originally proposed, such as:

• expressly excluding from scope plain vanilla listed bonds and bonds linked to interbank offered rates;
• removing the proposed £50,000 minimum investment amount for the "non-retail" exclusion; and
• requiring distributors to use manufacturers' product summaries without amendment.

Most of the new CCI rules will apply from 6 April 2026, but firms can continue to provide PRIIPs KIDs until 8 June 2027. For more information, see this Ashurst briefing.

The Green & Social Bond Principles - Guidance for Climate Transition Bonds (CTBs)

On 6 November 2025 the Climate Transition Bond Guidelines (CTBG) were published as an addition to the Green & Social Bond Principles and will introduce the use of Climate Transition Bond (CTB) as a standalone label for use-of-proceeds bonds. CTBs are use-of-proceeds bonds that follow the four core components and the key recommendations for heightened transparency outlined for use-of-proceeds bonds in the Principles, with the necessary adaptations resulting from the financing of Climate Transition Projects.

Commission FAQs on the EU Green Bond Regulation

On 6 November 2025 the European Commission published a Frequently Asked Questions (FAQs) document which aims to provide clarifications on certain requirements of the EU Green Bond Regulation (Regulation (EU) 2023/2631). Examples are:

• can an existing "green bond" that is fully aligned with the EU Taxonomy be converted into a European Green Bond; and
• is it possible to list an EU Green Bond on a multilateral trading facility (MTF) or can EU Green Bonds only be listed on regulated markets?

ESG ratings providers – UK approach

On 1 December 2025, the FCA published a consultation paper (CP25/34) on its proposed approach to the regulation of Environmental, Social and Governance (ESG) ratings. To make ESG ratings more transparent, reliable and understandable, the FCA proposes to bring ESG ratings within its regulatory perimeter. The deadline for response is 31 March 2026. The FCA intends to publish a policy statement with final rules in Q4 2026 and to bring ESG rating providers within the scope of FCA regulation with effect from 29 June 2028.

UK proposes a new benchmarks regime

On 17 December 2025, the UK government launched a consultation on a new regime for benchmarks and benchmark administrators. The proposed Specified Authorised Benchmarks Regime (SABR) will replace the UK Benchmarks Regulation and will be significantly narrower in scope, regulating only benchmarks and administrators that are designated as systemically important to UK financial markets. For more information, see this Ashurst briefing.