New UK Prospectus Rules: impact on issues of non-equity securities

On 15 July 2025, the FCA published a policy statement (PS25/9) on the final rules it has made to implement the Public Offers and Admissions to Trading Regulations 2024 (the POATRs). This follows on from the consultation papers CP24/12 and CP25/2 published in July 2024 and January 2025, respectively. By and large the FCA received positive feedback on its consultations and has accordingly carried most of its proposals through into the new rules. However, there are a number of important changes in the final rules, as we describe below. The new rules will come into force on 19 January 2026 and, together with the POATRs, will effectively replace the current UK Prospectus Regulation regime. In this briefing, we highlight the principal changes that the new rules will make to the format and contents of prospectuses and the circumstances in which they are used for issues of non-equity securities. With regard to the impact on equity securities, see this Ashurst briefing.

Key points

• Prospectus requirement: it will no longer be permitted to make a public offer of securities in the UK by publishing an approved prospectus; instead, one of the usual exemptions must apply (e.g. an offer made solely to qualified investors) or the securities must be admitted to trading on a UK regulated market or primary MTF (or the offer must be conditional on such listing).
• Summaries: summaries (including issue specific summaries) will not be required where the prospectus relates to non-equity securities. This is a significant change from the initial consultation.
• Single disclosure standard: the new rules introduce a single disclosure standard for non-equity securities which is based on the UK Prospectus Regulation regime's wholesale standard.
• Scope of a supplement to a base prospectus: the permissible scope of a base prospectus supplement will be slightly expanded by allowing the introduction of new features to the terms and conditions of the securities in limited circumstances.
• Forward incorporation by reference: it will be possible to incorporate by reference in a base prospectus annual and interim financial statements published after the date of the prospectus. In an important clarification from the initial consultations, the new rules expressly provide that the publication of such future information will not trigger the preparation of a supplement for a significant new factor, provided that such information does not cause a material mistake or material inaccuracy in any other information already appearing in the base prospectus.
• Sustainability-related information: there will be specific minimum disclosure expectations concerning sustainability-related information.
• Timing: the new regime will come into effect on 19 January 2026.

New sourcebook

With effect from 19 January 2026, the existing Prospectus Regulation Rules sourcebook (PRR) will be repealed and replaced with a new Prospectus Rules: Admission to Trading on a Regulated Market sourcebook (PRM). The text of the new sourcebook is included in Appendix 1 to PS25/9. While the ordering and numbering of the new rules is significantly different, the text of the new rules will appear very familiar to anyone familiar with the current UK Prospectus Regulation regime and the PRR sourcebook.

Gateway to the UK capital market

Under the current UK Prospectus Regulation regime, an offer of securities to the public may only be made via an approved prospectus unless an exemption to the prospectus requirements applies. Under the new POATRs regime, the position has been re-framed such that there will be a blanket prohibition on the making of an offer of securities to the public unless an exemption applies or the securities are excluded securities. The exemptions include:

• Admission to trading: an offer of securities where:
  • the offer is conditional on the admission of the securities to trading on a UK regulated market or primary MTF, or
  • the securities being offered are at the time of the offer admitted to trading on a UK regulated market or primary MTF;
• Qualified investors: the offer of securities is made solely to qualified investors;
• 150 persons: the offer of securities is made to fewer than 150 persons in the United Kingdom, other than qualified investors; and
• Wholesale securities: the offer is of securities whose denomination per unit amounts to at least £50,000, or an equivalent amount.

There is no exemption for the publication of a prospectus in and of itself. Therefore, where no other exemption applies (and the securities are not excluded securities (as described below)), securities which are to be offered in the UK will need to be admitted to trading on a UK regulated market or primary MTF or the offer will need to be conditional upon such an admission. Where an offer is conditional on admission to trading on a UK regulated market, a prospectus (or base prospectus) approved by the FCA must be made available to the public before the end of the offer period. Presumably the FCA will require MTF operators to impose a similar requirement in their rules, though PS25/9 does not address this point.

The POATRs regime defines “excluded securities" in a very similar way to the list of securities placed outside the scope of the UK Prospectus Regulation by Article 1(2) of that Regulation, namely securities issued or guaranteed by the government or a local or regional authority of any country or territory. Also money market instruments (commercial paper and CDs) that have a maturity of less than 12 months are excluded securities. In addition, securities that are instruments of Islamic finance over which a credit support arrangement exists, supported by the government of any country or territory, that is, or is equivalent in its economic effect to, a guarantee will be "excluded securities".

Admission to trading on a UK regulated market will remain subject to prior publication of a prospectus approved by the FCA, unless an exemption applies. The list of exemptions under the new rules is essentially carried forward from the UK Prospectus Regulation regime with some modifications, none of which are likely to be significant for issuers of non-equity securities.

Expanded scope for supplements to a base prospectus

Under the UK Prospectus Regulation regime a prospectus supplement cannot be used to introduce new features to the terms and conditions of the securities described in a base prospectus. The POATRs regime will carry this forward in a modified way, additionally permitting a supplement to be used to introduce to a base prospectus new features to the terms and conditions of the securities provided that:

• there is no open offer or pending application for admission to trading on a regulated market;
• the supplement relates only to the securities note and does not relate to a guarantee or guarantor;
• the new securities cannot be asset-backed securities or securities linked to an underlying asset; and
• the supplement must contain the minimum information required by the relevant securities note annexes in relation to the new securities.

Incorporation by reference of future information

Under the current UK Prospectus Regulation regime any information that is incorporated by reference in a prospectus must be published previously to or simultaneously with the prospectus This will remain the case under the POATRs regime but with one important change. Under the new regime, in the case of a base prospectus it will be possible to incorporate by reference annual and interim financial statements published after the date of the base prospectus (but during its period of validity) provided that any such information is in English and published through a regulatory information service (or RIS) such as the London Stock Exchange's Regulatory News Service (RNS).

The new FCA rules carry forward the current requirement for a prospectus supplement where there is a significant new factor, material mistake or material inaccuracy relating to the information included in a prospectus. However, the new rules expressly provide that the publication of information which is forward incorporated by reference into a base prospectus as described above will not trigger the preparation of a supplement for a significant new factor. Nevertheless, where any information which is forward incorporated by reference into a base prospectus causes a material mistake or material inaccuracy in any other information already appearing in the base prospectus, a supplement will still be required.

Necessary information test expanded

The POATRs regime has retained the statutory "necessary information" test for the contents of a prospectus found in the UK Prospectus Regulation regime but with three key alterations:

• it does not expressly recognised that the necessary information may vary for non-equity securities depending upon their denomination;
• necessary information may vary according to whether an offer of securities relates to a first-time admission to a market or is a secondary issuance; and
• a modified necessary information test will apply to debt securities which focuses on the issuer or guarantor’s creditworthiness, rather than prospects.

Single disclosure standard

In an attempt to encourage the issuance of low-denomination securities the new rules introduce a single disclosure standard for non-equity securities which is based on the UK Prospectus Regulation regime's wholesale standard. Subject to the overriding "necessary information" test, it will no longer be an express requirement for a prospectus for low-denomination securities to include such things as:

• quarterly or half yearly financial information;
• cash flow statements; or
• a description of any arrangements for the offering and underwriting of the securities described in the prospectus.

However, as is currently the case the new rules also include additional disclosure requirements for asset backed securities and securities with a derivative element but with a single standard for these disclosures regardless of denomination.

No prospectus summaries for non-equity securities

The UK Prospectus Regulation regime's requirements for a prospectus summary are effectively carried forward into the new regime for equity prospectuses, but for prospectuses relating to non-equity securities summaries will not be required in any circumstances. This is also carried through to final terms where there will no longer be a requirement for an issue-specific summary in any circumstances.

Protected forward-looking statements (PFLS)

The POATRs regime will introduce a recklessness/dishonesty liability standard, with the burden of proof on investors, for certain categories of forward-looking statements in a prospectus. This PFLS regime is largely aimed at IPO prospectuses. The circumstances in which information in a prospectus for non-equity securities can be eligible to be a protected forward-looking statement are restricted to Information on profit forecasts and exclude profit estimates for a financial period which has expired and for which results have not yet been published.

Sustainability-related disclosure

Under the UK Prospectus Regulation regime prospectuses are subject to the necessary information test which, amongst other things, requires disclosure of all (if any) material sustainability-related information. The POATRs regime supplements this general content requirements with specific minimum expectations concerning sustainability-related information.

Most of these supplementary requirements are specific to prospectuses for equity securities. For a prospectus relating to non-equity securities, the new rules provide that the prospectus must include a statement as to whether the securities are:

• marketed as green, social, sustainable or sustainability-linked; or
• issued under a bond framework or equivalent document published by the issuer, a subsidiary of the issuer or an entity of the issuer's group.

The rules provide guidance that where a bond framework on green, social, sustainable or sustainability-linked matters is available further relevant information to be included in the prospectus may include details of:

• where the framework may be inspected (website or other location);
• the standards and/or principles according to which the framework has been prepared;
• whether any external review of the bond framework has been performed; and
• where any such external review may be inspected (website or other location).

For use of proceeds bonds the guidance suggests the inclusion of:

• the eligible projects that are expected to be financed or re-financed, in part or in full, with the proceeds of the bonds, including, in the case of refinancing:
  • the maximum proportion of proceeds that is expected to be allocated to financing new projects;
  • the proportion of proceeds that will be allocated to refinancing existing projects; and
  • the expected look-back period – that is, the number of previous years that the issuer will look back to for the refinanced projects.
• the project evaluation prior to the issue of the bonds, including:
  • the project objectives;
  • risks specifically associated with the projects and related mitigation measures; and
  • the criteria, metrics or performance indicators used to evaluate the projects;
• where any external review or assessment regarding the alignment of the bond to the framework standards or principles can be found;
• the approach and methods for managing the proceeds of the bonds, including temporary management;
• any post-issuance external review or assessment of the projects where arranged or intended to be arranged, including:
  • the areas of focus of the review or assessment;
  • the relevance of the review or assessment by reference to the green, social and/or sustainable characteristics of the bonds; and
  • the persons responsible for the post-issuance assessment; and
• the approach to reporting on the impacts of the eligible projects including:
  • the location of the reporting/where it may be inspected; and
  • how frequently such reporting will be updated.

For sustainability linked bonds the guidance suggests the inclusion of an explanation of how any relevant targets, metrics or indicators have been selected by reference to:

• the process and rationale for their selection;
• methods for computing the key performance indicators and their measurability, verifiability and ability to be benchmarked; and
• the materiality and alignment of the relevant sustainability performance targets with the issuer’s overall sustainability and business strategies.

New "admissions notification"

The new rules will require an issuer to notify the market via a RIS, such as the London Stock Exchange's Regulatory News Service (RNS), on the day its securities are admitted to trading on a regulated market, whether an initial admission or a further fungible issue, setting out certain specified information. The current UK Prospectus Regulation regime does not contain any corresponding obligation.

Primary MTFs

The POATRs regime provides a mechanism by which admission documents published in accordance with the rules of the certain UK MTFs, known as primary MTFs, are treated as a type of prospectus. This preserves the current system in which the operators of MTFs such as the London Stock Exchange's International Securities Market (ISM) establish admission criteria and rules, subject to FCA oversight.

Rules for primary MTFs are set out as a new Chapter to the existing FCA Market Conduct (MAR) sourcebook, MAR 5ZA (Multilateral trading facilities operating as a primary MTF) appearing after MAR 5 (Multilateral trading facilities (MTFs)). These rules require the publication of an MTF admission prospectus as a condition of admission to trading in circumstances specified in the rules. An MTF admission prospectus will be subject to the same statutory responsibility and compensation provisions as apply to prospectuses under the POATRs regime. However the detailed content requirements and the process for reviewing and approving admission prospectuses will be set by the relevant MTF operator, except that rules covering protected forward-looking statements, applicable to forward-looking statements in both a prospectus and an MTF prospectus, are found in the PRM sourcebook.

Where the MTF rules require an admission prospectus they must also require a prospectus supplement in the same circumstances in which the PRM sourcebook requires a prospectus supplement. Furthermore, MAR 5ZA provides that where a supplement to an admission prospectus is published, the offeror of the securities and any intermediary through whom the securities are bought must allow any person who has agreed to buy or subscribe for the securities to withdraw that acceptance within two working days after publication of the supplement.

Public offer platforms

The POATRs regime also creates a new regulated activity covering the operation of an electronic platform for the public offering of securities, such as an equity crowdfunding platform, which are not admitted to any UK regulated market or MTF. Securities will be allowed to be offered to the public in the UK provided the offer is made through such a platform operated by a firm specifically authorised by the FCA for the purpose. On 15 July 2025, the FCA published a separate policy statement on the new public offer platform regime (PS25/10). This policy statement will be the subject of a separate briefing.

Goodbye to Listing Particulars

At the same time as introducing these new rules, the FCA has proceeded to amend the UK Listing Rules to remove Listing Particulars as an admission document. Once the new rules come into force, the FCA will cease to accept Listing Particulars, no admissions of new securities will be possible on the London Stock Exchange's PSM (as a listed MTF market) and, in order to be listed, new securities will need to be admitted to trading on a UK regulated market.

Grandfathering

Where a prospectus (including a base prospectus) has been approved by the FCA in accordance with the UK Prospectus Regulation before 19 January 2026, the new POATRs regime will not affect the law applicable in relation to any offer of securities to the public or request for the admission of securities to trading on a UK regulated market which (in either case) is made in reliance on that prospectus, together with any prospectus supplement, during the period for which it is valid under the UK Prospectus Regulation.