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The UK's new prospectus regime comes into force on 19 January 2026. This is the biggest shake-up of the UK prospectus regime since 2005.
Prospectuses remain a key feature of an IPO in the UK, but for further issuances by companies that are already listed the threshold for triggering the requirement for a prospectus is now 75% (up from 20%) of issued share capital – in line with the Secondary Capital Raising Review's recommendations (see our blog post here). This means that listed companies will be able to issue shares (for cash or as consideration on an acquisition) far more easily than under the current regime without having to publish a prospectus.
We have produced an overview of the changes being brought in by the new regime here.
Key points on the new UK prospectus regime are:
- Structure of the regime – The Public Offers and Admission to Trading Regulations 2024 (POATRs) now contain the prohibition on public offers (Regulation 12), exceptions to that prohibition (for example for takeovers and offers under £5 million/150 persons, Schedule 1), powers for the Financial Conduct Authority (FCA) to make the rules on when a prospectus is needed for admission and what needs to be in it, and powers for the FCA to enforce the new regime. A key new exception to the prohibition on public offers is if relevant securities will be admitted to trading on a regulated market (e.g. the Main Market of the London Stock Exchange) or multi-lateral trading facility (e.g. AIM), where it is then up to the FCA to determine if and when a prospectus will be required. The UK Prospectus Regulation (on-shored from the EU post-Brexit) and its various implementing regulations will be repealed with effect from 19 January 2026.
- New FCA sourcebook on admission – The new FCA rules on when a prospectus is needed for admission, and what needs to be in it, are set out in the new 'Prospectus Rules: Admission to Trading on a Regulated Market sourcebook' (PRM). From 19 January 2026, the PRM will replace the Prospectus Regulation Rules in their entirety, and sit alongside the UK Listing Rules and Disclosure Guidance and Transparency Rules in the FCA's Handbook.
- Information in a prospectus – The overarching requirement for a prospectus to contain all "necessary information" has been retained (Regulation 23 of the POATRs). The content requirements for a prospectus are largely unchanged and continue to be set out in detailed annexes to the PRM.
- Liability for a prospectus – The FCA has created a distinct liability regime for "protected forward-looking statements" (PFLS), which is in line with the regime for ongoing listed company disclosures (i.e. subject to a "recklessness" rather than "negligence" standard). PFLS can be financial or operational information that satisfies certain criteria (including profit forecasts), must be clearly demarcated and must have certain disclaimers.
- FCA guidance – The FCA has been consulting on new and updated guidance to reflect the new prospectus regime, and has confirmed in Primary Market Bulletin 61 that 46 guidance notes are final, ready for 19 January 2026 (including its additional guidance on the new prospectus climate-related disclosures, the takeover exemption, companies with complex financial histories and PFLS). Work on the revised guidance on working capital statements will continue in 2026 following consultation feedback. All FCA guidance can be found on its Knowledge Base.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
