POATR - What type of securities does the new regime apply to?

The Public Offers and Admissions to Trading Regulations 2024 (POATR) are overhauling the UK's prospectus regime, effective 19 January 2026. POATR (and an accompanying raft of legislation) will replace the UK's prospectus regime, making it cheaper and easier for companies to raise capital in the UK and our markets more competitive. Follow our mini-series of articles on POATR for an idea of what to expect.

The type of securities which will be covered by POATR has been expanded from the outgoing prospectus regime and so companies will need to carefully consider the application of POATR going forward.

POATR applies to an offer of “relevant securities” (defined in Regulation 5 POATR), being:

• “transferable securities” (other than excluded securities) and
• certain types of non-transferable debt securities.

Transferable securities

The definition of “transferable securities” under Regulation 4 POATR is aligned with that of the outgoing UK Markets in Financial Instruments Regulation (with the exception that money market instruments with a maturity of less than 12 months are excluded) and so may be familiar to companies. 

“Transferable securities” means those classes of securities “negotiable on the capital market with the exception of instruments of payment” and includes shares in companies; securities equivalent to shares; bonds or other forms of securitised debt; depositary receipts for both shares or debt securities; and certain other securities. 

Excluded securities are defined in Regulation 6 POATR and include, amongst others, units issued by collective investment undertakings other than the closed-end type, non-equity securities issued by governments or local authorities, shares in the capital of central banks, non-fungible shares of capital and money market instruments with a maturity of less than 12 months.

Non-transferable debt securities

Regulation 5 POATR provides that “relevant securities” includes investments that: 

1. “are of a kind specified for the purposes of section 22 of FSMA 2000 (regulated activities) as a result of article 77 of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (instruments creating or acknowledging indebtedness), but
2. are not transferable securities or excluded securities”.

Article 77 of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 defines “instruments creating or acknowledging indebtedness” i.e. debentures, loan stock, bonds, certificates of deposit, etc.  The outgoing prospectus regime did not previously apply to non-transferable debt securities and so the application of POATR to non-transferable debt securities breaks new ground.

POATR in practice

So, what next? In practice, your securities will be captured by POATR where you offer or plan to admit to trading “transferable securities” or non-transferable debt securities that are not excluded. For example, a UK company conducting a retail fundraising by offering new ordinary shares to the market will be making an offer of relevant securities. That offer will need to comply with POATR, typically by proceeding under a permitted route (such as using a public offer platform or an available exemption) or, if seeking admission to a regulated market, by preparing the required disclosure document in line with the new regime. Similarly, a company issuing non-transferable loan notes to retail investors would now be making an offer of "relevant securities" under POATR and would need to comply with its requirements.

Against this backdrop, any company contemplating an offer of securities, whether equity securities or debt securities, and whether primary issuance, a secondary sell-down, or an admission to trading, should assess at the outset whether the instruments are “relevant securities” for POATR purposes and, if so, identify the appropriate POATR compliant route to market. This will typically involve scoping available exemptions, considering the permitted pathways available, and, where an admission is sought, preparing the requisite documentation under the new regime.