28/01/2026
On 19 January 2026, the new Public Offers and Admissions to Trading Regime (‘POATRs’) came into force, replacing the previous UK prospectus regulation-based regime which the UK inherited from the EU. Under the previous regime, a prospectus was generally required for public offers unless an exemption applied, as prescribed by the Prospectus Regulation Rules.
Under the new regime, a prospectus is only required in the following circumstances:
- The initial admission of securities to a UK regulated market, unless an admission exemption applies – for example, a Main List IPO
- A secondary issue where the number of new securities to be issued would breach the new threshold of 75% (100% for closed-end funds) of the number already admitted over the previous twelve months – a significant increase from the previous 20% threshold
- Admissions by issuers which no longer benefit from an exemption, such as securities issued by charities and other not-for-profit associations (unless another prospectus exemption applies)
- Admissions not falling within retained categories of “excluded securities”, such as public international body issuances.
While no prospectus is required for these four cases, issuers may still opt for a voluntary FCA-approved prospectus.
Who would benefit from producing a ‘voluntary prospectus’?
Issuers with global investors who need to consider different liability regimes, and who may wish to centralise disclosure, are likely to benefit from retaining the prospectus as a primary point of reference – a ‘single point of truth’, as it were.
Such issuers are likely to include:
- Large multinational corporations (‘MNCs’) who need to reconcile different standards of care, disclosure requirements, and legal accountability to shareholders in jurisdictions like the US, UK, and EU
- Cross-border financial institutions and sovereign entities issuing debt or equity across borders and have investor bases in multiple countries, triggering simultaneous compliance requirements. They must consider different liability thresholds for misstatements in prospectuses, such as "recklessness" in the UK vs. negligence standards in other jurisdictions
- Technology and Consumer Goods companies also face evolving product liability and AI regulations that vary by jurisdiction, impacting how they market products to global investors and consumers, and for whom securities issuance needs careful consideration
- Chemical and Pharmaceutical companies which may face high environmental and health-related liabilities, often dealing with litigation across different legal systems, and for whom securities issuance also needs careful consideration.
Safeguarding investor protection and market integrity will continue to be critical elements for a well-regulated and orderly market – and one in which the humble prospectus may just continue to play a critical role for the forseeable future.
