UK Prospectus Regime: What Changes For Debt Issuers On 19 January 2026?

On 19 January 2026, the new UK prospectus regime, implemented under the Public Offers and Admissions to Trading Regulations 2024 ("POATRs") and accompanying UK Financial Conduct Authority ("FCA") rules¹, will come into effect. A key driver of the new regime is to make it easier for issuers to raise finance in the UK, by reducing administrative barriers and costs, with a number of the rule changes aimed at adding both flexibility and simplification to prospectus approval processes.

While many of the rule changes are focused on equity issuers, this alert highlights the key changes debt issuers should consider in respect of issuances planned for after 19 January 2026.

Prohibition of Public Offers

The new prospectus regime prohibits all public offers (rather than requiring a prospectus for such offers), unless they fall within an exemption. The public offer exemptions are, for the most part, those carried over from the pre-existing regime, such as offers to qualified investors, to fewer than 150 persons and relating to securities with a "wholesale" minimum denomination. The new prospectus rules also exempt offers conditional on admission to trading on a UK regulated market or primary MTF from the public offer prohibition, with the new rules setting out when a prospectus is required for admission to such markets, as well as the requirements and process for the review and approval of such prospectuses.

The "wholesale" denomination, which is now set at £50,000, is now principally only relevant in the context of use of the "public offer exemption". Investors in "wholesale-denominated" debt securities will not benefit from withdrawal rights under the new regime. Issuers should be aware that the threshold for EU-approved prospectuses (under the EU Prospectus Regulation) is €100,000, so in cross-border transactions relying on UK and EU public offer exemptions, care will need to be taken to ensure that the minimum denomination continues to remain above the higher EU "wholesale" threshold.

• Single Disclosure Standard – equivalent disclosure for previous "wholesale" and "retail" issuances
  

The FCA has aligned the disclosure requirements for "wholesale" and "retail" non-equity securities. The new single disclosure standard is based on the existing rules for wholesale debt, with such standards applying regardless of the denomination of the debt securities. The FCA rules also include an exemption from the use of prescribed accounting standards in non-equity prospectuses.

• Certain Sovereign Sukuks now Prospectus Exempt
  

In line with the post-Brexit approach taken to plain vanilla sovereign bonds, the new rules exempt certain sovereign Islamic finance instruments from the UK prospectus regime.

Specifically, "non-equity securities that are instruments of Islamic finance that are issued by a special purpose vehicle established by the government of any country or territory or by the European Central Bank or the central bank of any State where the non-equity securities are backed by the relevant government or central bank in such a way that the economic effect is the same as though the relevant government or central bank were the issuer of the non-equity securities" are exempt.

Instruments of Islamic Finance supported by equivalent government-backed credit arrangements may also qualify for the exemption.

• Future Incorporation by Reference of Financial Information
  

Under the new regime, issuers will have the option to incorporate future annual and interim financial information by reference via a regulatory information service (RIS) (such as the London Stock Exchange's RNS) (rather than a prospectus supplement) so long as it is within the validity period of the current base prospectus. The FCA has proposed guidance on including "evergreen" language to refresh relevant prospectus statements that might be impacted by information that is forward incorporated by reference (such as the no material adverse change statement, which refers to the most recent published audited financials), with the intention to allow issuers to include language that automatically refreshes references to financial information as new data becomes available, ensuring that such statements remain accurate and up to date.

• More Flexible Use of Supplementary Prospectuses
  

The FCA has introduced greater flexibility for the use of supplementary prospectuses. From 19 January 2026, issuers will, in certain cases, be able to use a supplementary prospectus to make targeted updates to an existing base prospectus, including to the terms and conditions or final terms, without the need to publish a full new base prospectus or a separate drawdown prospectus. This change is particularly relevant for programme issuers who wish to expand the scope of their issuance capabilities mid-way through the validity of the current base prospectus. For example, an issuer may now use a supplementary prospectus to add the ability to issue green, sustainability-linked, or social bonds—categories that may not have been contemplated at the time the original base prospectus was approved. Separate rules will continue to apply for asset-backed or asset-linked securities.

• Prospectus Summaries No Longer Required
  

Under the new regime, prospectus summaries are no longer required to be included in prospectuses for debt securities of any denomination.

• Product Governance and Target Market Alleviations for "Plain Vanilla Listed Bonds"
  

To help incentivise retail denomination bond issuances, the new regime introduces the concept of a "plain vanilla listed bond". Senior unsecured, plain vanilla, listed bonds issued by companies with an existing UK regulated market equity listing (or a wholly-owned subsidiary of such a company, where such company is the guarantor) will benefit from reduced target market identification requirements and product governance rules. The disclosure requirements for prospectuses for plain vanilla listed bonds are the same as for other debt securities.

• Sustainability Disclosures
  

The new regime maintains the pre-existing "necessary information test" for relevant green, social or sustainability-related information. Pursuant to the new regime, the prospectus will be required to state whether the securities subject to the prospectus are being marketed as "green", "social", "sustainable" or "sustainability-linked" and whether they are issued under a framework.

• Further issues
  

The new regime exempts issuers from the requirement to publish a prospectus for non-equity securities fungible with transferable securities already admitted to trading on the same regulated market, if they represent, over a 12-month period, less than 75% of the number of such non-equity securities already admitted to trading on the same regulated market.

• Timing of publication of prospectus
  

The FCA rules prescribe the following timing for when a prospectus needs to be made available to the public:

• New Market Notification Requirement

Whether or not a prospectus is required, issuers will now be required to make a "market notification" via a RIS (such as the London Stock Exchange's RNS) on the day securities are being admitted to trading, or, for further issuances, within 60 days of admission to trading. The market notification should contain certain specified information regarding the issuer and the securities being admitted.

• Alleviated Liability Regime for Protected Forward-Looking Statements
  

While likely to be more relevant for issuers of equity securities, the new regime introduces alleviated liability for protected forward-looking statements if certain specified conditions and safeguards are met (requiring higher thresholds of recklessness as to an untrue or misleading statement or dishonesty in the concealment of a material fact in respect of an omission, as compared to the negligence standard applied under the existing regime).

What happens on 19 January 2026?

The new regime will come into effect on 19 January 2026 and offerings after such date will need to follow the new rules. Issuers with a valid base prospectus can benefit from a grandfathering period, pursuant to which their base prospectus will continue to remain valid for the original 12 month validity period and any supplements to be issued within the period will be vetted and approved under the pre-existing regime.

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.