The Financial Conduct Authority's (FCA) Policy Statement PS25/9 finalises the rulebook that will govern UK prospectuses under the Public Offers and Admissions to Trading Regulations 2024.
In this episode of A&O Shearman's Market Horizons podcast, Amanda Thomas (partner, London) and Jen Cresswell (counsel, London) unpack what the overhaul means for debt capital markets practitioners and how the UK's approach will diverge from the EU's amended Prospectus Regulation.
With January 2026 flagged for "go-live," Amanda and Jen provide a detailed review of the evolving landscape, distilling the key themes and considerations. Together, they explore:
- the background and FCA's overarching aims and approach
- single disclosure standard for all bonds
- changes to encourage retail participation
- flexible supplement and future incorporation by reference rules
- ESG-labelled debt disclosures
- tap-issue and Islamic finance exemptions.
Amanda and Jen also briefly cover the topics of protected forward-looking statements and rules for primary multilateral trading facilities.
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