New UK Prospectus Rules – FCA Guidance on Non-Equity Securities

Key points

• For an offer conditional on admission to trading, the FCA will expect clear and prominent disclosure of the terms of the offer and related information
• FCA confirms that a summary is not required and that final terms should no longer attach an issue specific summary
• “Evergreen” language will be permitted for "clean" significant change statements
• From 1 December 2025, issuers will be able to submit to the FCA draft prospectuses prepared in compliance with the POATRs regime with a view to seeking approval on or after 19 January 2026.

Background

The UK Prospectus Regulation regime will be revoked on 19 January 2026 and replaced by the Public Offers and Admissions to Trading Regulations 2024 (the POATRs) regime. On 15 July 2025, the FCA published a policy statement (PS25/9) on the final rules it has made to implement the POATRs. These are set out in a new Sourcebook, the Prospectus Rules: Admission to Trading on a Regulated Market (PRM) which will replace the FCA's existing Prospectus Regulation Rules (PRR).

On 17 October 2025, the FCA published Primary Market Bulletin 58 (PMB 58) which contains much useful guidance on the interpretation of the new PRM rules which, subject to consultation, the FCA is proposing to add to its Knowledge Base, the FCA's source of technical guidance on prospectus rules. As much of the UK's current prospectus regime will be carried over into the new POATRs regime many of these proposals are simply technical updates of existing guidance. However, a number of significant elements of new guidance for issuers of non-equity securities are described below.

Offer conditional on admission to trading

One of the most significant features of the new POATRs regime, compared to the current UK Prospectus Regulation regime, is that under the POATRs regime it will no longer be possible to make an offer of securities to the public in the UK by publishing an approve prospectus. Instead, any offer of securities to the public will be prohibited unless it is made pursuant to one or more specific exemptions.

In the context of an offer of securities to retail investors in the UK, the key new exemption is in respect of an offer of securities which is conditional on the admission of the securities to trading on a regulated market. Proposed Technical Note TN/610.1 provides that for an offer relying upon this exemption the FCA will expect clear and prominent disclosure of:

• the fact that the offer is conditional on admission to a regulated market;
• the timing and actions that need to occur before any admission; and
• the consequences of admission not proceeding.

In the case of a base prospectus, the FCA will expect this information to be included in the base prospectus to the extent known at the time of approval of the base prospectus, and otherwise in the final terms. The FCA emphasise that this is necessary information that is required under PRM 2.1.1R.

No issue specific summaries

The PRM rules provide that a prospectus summary is not required where the prospectus relates to the admission to trading of non-equity securities. In light of this, the FCA propose updating Technical Note TN / 629 to confirm that issuers should no longer attach an issue specific summary to final terms.

Forward incorporation by reference and use of “evergreen” language

The FCA is proposing to revise Technical Note TN / 628 to cover the use of "evergreen" language in a base prospectus to refresh disclosure that might be affected by information that is forward incorporated by reference. The proposal distinguishes between “clean” significant change statements and material adverse change statements, where there is a negative statement confirming that no relevant change has occurred, and “qualified” significant change statements and material adverse change statements where they describe a relevant change in the financial position, financial performance or prospects, as applicable.

In the proposed revision, the FCA provides 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. However, the FCA do not believe that a qualified significant change statement or a qualified material adverse change statement could be refreshed using this type of “evergreen” language.

The proposal gives an example of acceptable “evergreen” language:

“There has been no material adverse change in the prospects of the issuer since the date of its last published audited financial statements”

The FCA stipulates that it must be clear from the drafting of the statement and the language providing for forward incorporation by reference that the statement is meant to be read as referencing the newly published, most recent financial information once it is incorporated by reference.

Transition to the new regime

Primary Market Bulletin 58 also contains guidance on submitting documents and working with the FCA during the period prior to the implementation of the POATRs regime. Among the important points are:

• From 1 December 2025, issuers will be able to submit to the FCA draft prospectuses prepared in compliance with the POATRs regime with a view to seeking approval on or after 19 January 2026.
• Prospectuses can either be approved before 19 January 2026 if prepared under the UK Prospectus Regulation regime or be approved on or after 19 January 2026 if prepared under the POATRs regime.
• On or around 24 November 2025, the FCA aims to publish on its website the new forms and checklists which should accompany submissions of draft documents prepared under the POATRs regime for issuers seeking approval on or after 19 January 2026.
• In the case of a prospectus approved by the FCA before 19 January 2026 which remains valid after 18 January 2026, the existing requirements for a prospectus supplement will continue to apply. Between 19 January 2026 and 18 January 2027, when submitting a supplement for review, an issuer will need to confirm if it is seeking approval under the UK Prospectus Regulation regime and that the pre-19 January 2026 prospectus remains valid.

Next steps

The consultation closes on 5 December 2025 and the new POATRs regime will take effect on 19 January 2026.