MTF admission prospectuses – what are they and why have they been “introduced” by POATR?

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.

You could be forgiven for thinking that POATR had introduced a new, POATR specific, document when reading about an “MTF admission prospectus”. Panic not and read on!

What is an MTF?

An MTF or multilateral trading facility is a venue run by an exchange where companies can have their securities traded without being on the main regulated market (i.e. the Main Market of the London Stock Exchange). Under POATR, a venue counts as a “primary MTF” if it maintains and enforces clear rules on who can list, what must be published to list, and what must be kept up to date after listing. Both AIM and the Aquis Growth Market are treated as primary MTFs under POATR.

What is an MTF admission prospectus?

An MTF admission prospectus is, simply, the document that a company publishes when it seeks to list its shares on a UK primary MTF. So, using AIM as an example, the “MTF admission prospectus” is simply the AIM Admission Document already required by the AIM Rules for Companies. Happily, there is no need for an additional document to be prepared! However, an MTF admission prospectus is required to satisfy the statutory “necessary information” test under POATR and is subject to the statutory prospectus responsibility and compensation regime. An MTF admission prospectus will be required on a company’s initial admission to trading and for reverse takeovers (simplified admission routes not currently requiring an admission document will be exempted). 

An MTF admission prospectus is not reviewed or approved by the Financial Conduct Authority (FCA). It is prepared to meet the relevant venue’s standards and is assessed by the venue itself and the company’s advisers. By contrast, a prospectus is an FCA‑approved document used for listings on the Main Market of the London Stock Exchange. POATR preserves that prospectus regime for these more complex transactions.

Why did POATR “introduce” MTF admission prospectuses?

POATR’s aim in introducing MTF admission prospectuses is to remove uncertainty about when a full prospectus is needed. MTFs set and police admission‑stage disclosure for their markets; the FCA approves prospectuses for the Main Market of the London Stock Exchange and specified public offers only.

This matters for growth companies: venue‑level disclosure can be tailored, faster and more cost‑effective, supporting earlier‑stage businesses without diluting investor protections. Issuers on primary MTFs must still comply with the venue’s ongoing rules and market‑wide standards on fair disclosure and market abuse, and the FCA supervises the venues themselves. 

In short, POATR did not create a new layer of paperwork; it sought to clarify roles. MTF admission prospectuses remain venue‑driven and, generally, lighter touch, while the prospectus regime is focused where broad retail participation and higher regulatory formality justify FCA approval.