When is a prospectus required under the new regime?

In July 2025, the Financial Conduct Authority (FCA) published Policy Statement PS25/9: New rules for the public offers and admission to trading regime, outlining the FCA’s final rules for the admission of securities to trading on UK regulated markets and certain requirements for primary multilateral trading facilities (primary MTFs) under the Public Offers and Admissions to Trading Regulations 2024 (POATRs), which have (as of 19 January 2026) replaced the UK Prospectus Regulation. The overall objectives of the new regime are to simplify capital raising, reduce costs for companies when admitting securities to UK public markets, enhance the UK’s regulatory competitiveness, and promote wider participation by smaller investors. Follow our mini-series of articles on POATRs for more on the new regime.

The new rules include the new Prospectus Rules: Admission to Trading on a Regulated Market (PRM) sourcebook, for regulated markets, and amendments to other parts of the FCA Handbook, including MAR 5ZA for primary MTFs. The PRM sourcebook sets out when a prospectus is required and what it must contain. For primary MTFs, the FCA’s rules require an “MTF admission prospectus” in specified cases. For more on MTF admission prospectus see MTF admission prospectuses – what are they and why have they been “introduced” by POATR?.

When is a prospectus required?

Under the previous regime, the UK Prospectus Regulation governed both offers of securities to the public and admissions to trading on a UK regulated market, with a prospectus generally required for public offers, unless an exemption applied as prescribed by the Prospectus Regulation Rules (PRR).

Under the new regime, a prospectus is only required in the following circumstances: 

1. the initial admission of securities to a UK regulated market, unless an admission exemption applies (the FCA retains the power to require and approve a prospectus for admissions under the PRM);
2. further issuance of fungible securities where the number of new securities is at least 75% of the number already admitted over the previous 12 months (significantly increased from the previous 20% threshold); for closed-ended investment funds, the new threshold is 100%;
3. admissions by issuers that no longer benefit from an exemption for example, securities issued by not-for-profit associations (e.g. charities) are no longer “excluded securities” under POATRs, such admissions may now need a prospectus unless another PRM exemption applies; or
4. admissions not falling within retained categories of “excluded securities” (e.g. public international body issuances) or other PRM admissions exemptions.

Producing a voluntary prospectus

Where fungible securities issued are below the 75% (or 100% for closed-ended funds) threshold, no prospectus is required but issuers may opt for a voluntary FCA-approved prospectus anyway (and no sponsor will be required to be appointed for any such prospectus). This is likely to be particularly attractive to global investors who need to consider different liability regimes. 

Additionally, issuers may wish to produce a voluntary prospectus even where an admission falls within an exemption. It can be used to centralise disclosure and, clarify global investors’ liability. 

Further changes

The new rules are intended to better accommodate a wider variety of capital-raising activities, ensuring that the requirements for prospectuses are proportionate to the nature and scale of each transaction, while still safeguarding investor protection and market integrity. One significant change includes the new separate treatment of public offers from admissions to trading on a UK regulated market, both of which previously required a prospectus. Under the POATRs, there is now a general prohibition on public offers unless an exemption applies (one of which applies to public offers where the securities are, or are to be, admitted to trading on UK markets). 

These are in addition to further changes set out in the PRM sourcebook, all of which came into effect on 19 January 2026. It will be particularly interesting to see how the admissions exemptions (including the removal of the non-profit associations exemption) may change behaviours in that segment.