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Developments in the London equity capital markets: new UK public offers and prospectus regime 20 March 2026

"NEW PUBLIC OFFER REGIME - AT A GLANCE:

• separate regulation of public offers and admissions to trading;

• public offers prohibited unless one or more exceptions apply;

• prospectus no longer relevant for public offers;

• most pre-existing exceptions maintained but some revised (e.g. thresholds lowered);

• certain new exceptions introduced; and

• for an offer exceeding £5m (where no other exception applies) must use a regulated POP."

In our new series of articles on developments in the London equity capital markets, we begin by looking at the new UK public offers and admissions to trading (“POAT”) regime, which has finally come into force. Key to the new regime is that (i) it now separately regulates the making of public offers and admissions to trading; and (ii) prospectuses are not a feature of the new public offer requirements. Instead, a public offer can only be legally made where one or more exceptions apply. Although many of the exceptions have been carried over from the previous regime, there are certain new exceptions (such as offers using a public offer platform (“POP”)) and others have been revised (e.g. thresholds lowered).

Our previous articles on developments in the London equity capital markets can be found here.

New UK public offers and prospectus regime

19 January 2026 marked the commencement of the new UK regime introduced by the Public Offers and Admissions to Trading Regulations 2024 (“POATRs”), which applies to, but separately regulates (i) the making of offers of securities to the public; and (ii) the admission of securities to trading. This replaces the previous prospectus regime under the EU-derived UK Prospectus Regulation (“UKPR”).

The POATRs, which create the framework for the new regime, broadly:

  • prohibit public offers of relevant securities in the UK unless the offer is of a type excepted by Schedule 1 POATRs or is of a type that consists entirely of a combination of two or more excepted kinds of offer;
  • delegate power to the Financial Conduct Authority (“FCA”) to make rules relating to certain matters in relation to the admission of transferable securities to trading on regulated markets and primary multilateral trading facilities (“primary MTFs”); and
  • set out certain provisions relating to prospectuses, including the general requirements as to the information that must be included in a prospectus and the compensation regime which applies to investors for loss suffered as a result of statements contained in them.

We discussed the FCA’s progress in developing certain aspects of these rules in a previous article. Final rules were published by the FCA on 15 July 2025 in Policy Statements PS25/9 and PS25/10.

Policy Statement PS25/9 sets out the final rules for public offers and the admission of securities to trading and included the (i) Prospectus Rules: Admissions to Trading on a Regulated Market sourcebook (“PRM”); and (ii) amendments to the Market Conduct sourcebook (“MAR”) for primary MTFs, such as AIM. Policy statement PS25/10 sets out the final rules for the new POP regime, governing the use and operation of POPs. Offers made through a POP are one of the new exceptions to the public offer prohibition introduced by the POATRs (see further below).

In this article, we outline the main aspects of the POAT regime and key changes, with a focus on public offers and primary MTFs.

Public offers of securities

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"Offers made through a POP are one of the new exceptions to the public offer prohibition introduced by the POATRs."

Offers of “relevant securities” to the public are now prohibited in the UK unless one or more exceptions apply. This means that, under the new regime, it is not possible for an issuer undertaking a transaction which falls within the public offer definition to circumvent the prohibition through publication of a prospectus – the only legal way to make a public offer is where one or more exceptions apply.

The prohibition applies to both transferable securities and certain types of non-transferable debt securities, such as minibonds. The scope of the new prohibition is wider than under the UKPR, which applied to transferable securities only. For these purposes, ‘transferable securities’ are defined in the same way as under the UKPR and the list of securities excluded from the regime is also the same.

Under the new regime, there is an offer of relevant securities to the public if there is a communication to any person which presents sufficient information on the relevant securities to be offered and the terms on which they are to be offered, to enable an investor to decide to buy or subscribe for the relevant securities in question. This includes the placing of relevant securities through a financial intermediary but now explicitly excludes communications in connection with trading on a regulated market or an MTF and communications about securities allotted under or as a result of a compromise or scheme of arrangement under the Companies Act 2006 or a voluntary arrangement. Clarification in relation to schemes of arrangement is welcome given certain uncertainties that existed under the UKPR.

Breach of the public offers regime is a criminal offence.

Exceptions

The new regime incorporates most of the exceptions from the UKPR, albeit with some differences. There are also some new exceptions. Key exceptions include:

  • an offer of relevant securities to the public where the total consideration for the relevant securities being offered in the UK cannot exceed £5m, or an equivalent amount. Under the UKPR this was set at €8m;
  • as under the UKPR, an offer of relevant securities made solely to qualified investors or to fewer than 150 persons in the UK, other than qualified investors;
  • an offer of relevant securities whose denomination per unit is at least £50,000, or an equivalent amount (reduced from €100,000 under the UKPR);
  • an offer of relevant securities made to persons who acquire securities for a total consideration of at least £100,000, or an equivalent amount, per investor, for each separate offer;
  • a new exception for offers of equity securities to certain persons already connected to the offeror company (i.e. existing shareholders and certain of their family members and trustees of a trust where the beneficiaries are any such persons);
  • a new exception where either:
    • the offer is conditional on the admission of the transferable securities to trading on a regulated market or primary MTF (including AIM); or
    • the transferable securities being offered are at the time of the offer admitted to trading on a regulated market or primary MTF (including AIM); and
  • a new exception for offers of relevant securities made by means of a regulated POP. This is the exception that must be used if the circumstances of the public offer are such that none of the other exceptions apply (i.e. if a public offer is above the £5m threshold (on a rolling 12-month basis) and none of the other exceptions apply). Note that operating a POP is now a regulated activity which means the operator must have the relevant FCA permissions. The relevant rules are set out in Chapter 23 of the FCA’s Conduct of Business sourcebook (“COBS”). Before facilitating a qualifying public offer, the POP operator must carry out due diligence on the issuer and the offer. If the POP operator determines that it is appropriate to facilitate a qualifying public offer, it must make certain information available to its clients, including a disclosure summary. Issuers are not subject to direct regulation by the FCA in respect of offers made on POPs.

"ADMISSION TO TRADING ON PRIMARY MTF - AT A GLANCE:

• MTF admission prospectus required for initial admissions and reverse takeovers;

• content requirements for MTF admission prospectus set by relevant market operator – no FCA review;

• responsibility and general disclosure obligation for MTF admission prospectus as for a prospectus; and

• minor revisions made to AIM Rules & AQSE Growth Market rulebook."

Admission of securities to trading

Regulated market

A prospectus approved by the FCA will still be required for admission of transferable securities to trading on a regulated market (such as the Main Market of the London Stock Exchange (“LSE”)) unless:

  • they are excluded securities included in PRM 1.3.1R; or
  • an exception applies.

The PRM maintains most of the exceptions (and other provisions) that applied under the UKPR (with limited exceptions).

In relation to further issuances, the threshold from which a prospectus is required for a further issuance of transferable securities is increased from 20% to 75% for securities already admitted to trading on a regulated market, and up to 100% for equity securities issued by closed ended investment funds. This is to ensure the relative competitiveness of UK markets with the EU, where the EU Listing Act requires a prospectus at a 30% threshold for securities trading for less than 18 months, but only a short summary documents for those trading longer, free from a cap on the size of further issuances.

Furthermore, a market notification of the number of shares admitted to trading is required for further issuances, to be made within 60 days of admission. Admissions to trading over the course of 60 days can be rolled into a single notification.

Multilateral Trading Facilities

Even though there is an exception to the public offer prohibition for securities being admitted to a primary MTF (as set out above), the separate requirements relating to admission of transferable securities to a regulated market or primary MTF must also be considered.

Under the new rules, the FCA requires an MTF admission prospectus for all initial admissions to trading and admissions of enlarged entities resulting from a reverse takeover on a primary MTF which allows the participation of retail investors, such as AIM or the AQSE Growth Market, even if there is no fundraising. While an MTF admission prospectus will be subject to the same statutory responsibility and compensation provisions as a prospectus, the detailed content requirements and the process for reviewing and approving such documents will be set by the relevant operator of the primary MTF concerned. The FCA will not review an MTF admission prospectus.

However, the general disclosure obligation applicable to MTF admission prospectuses will be the same as that applicable to an FCA-approved prospectus (i.e. the necessary information which is material to an investor for making an informed assessment of: (a) the assets and liabilities, profits and losses, financial position and prospects of the issuer and of any guarantor; (b) the rights attaching to the transferable securities; and (c) the reasons for the issuance and its impact on the issuer).

A number of exceptions to the requirement for an MTF admission prospectus are set out in MAR 5-A.2.4R, including (i) where the issuer already has transferable securities of the same class admitted to trading on AIM or another (specified) market; (ii) where an existing issuer is seeking to admit a new class of transferable securities; and (iii) for admissions resulting from a corporate restructuring where a new parent or holding company is added to the group structure of an existing issuer. The primary MTF operator may also specify other circumstances in which an MTF admission prospectus is required.

Overall, the FCA has raised the disclosure bar for primary MTFs that allow retail participation, ensuring investors receive a consistent level of information at admission—even where no fundraising occurs. Requiring an MTF admission prospectus for initial admissions and reverse takeovers strengthens transparency, while still giving MTF operators control over the content and approval process. By aligning disclosure standards with those applicable to FCA‑approved prospectuses, the POAT regime enhances investor confidence without imposing a full regulatory review. Additionally, the exceptions in MAR 5‑A.2.4R help streamline admissions for existing issuers and routine restructurings, maintaining a balanced approach that supports both market integrity and efficient access to capital.

"The FCA has mostly maintained the prospectus content and format requirements from the UKPR."

Prospectus requirements

The FCA has mostly maintained the prospectus content and format requirements from the UKPR. Some of the key changes include:

  • prospectus summary – in relation to the inclusion of a prospectus summary (the final rules for which are set out in PRM 2.5 and Appendix 2, Annex 2), the FCA has removed the need to include an annex of financial information and increased the maximum number of page numbers from seven to ten;
  • financial information – the new regime maintains the requirement to maintain certain financial information, including information about the operating results, capital resources, trends, and profit forecasts. The new requirements for the auditing of historical annual financial information now include a requirement to reproduce all material uncertainties relating to ongoing concern, or any other matters reported on by exception. The requirement for a working capital statement is retained;
  • protected forward-looking statements – a new definition has been introduced for the types of statements that will be subject to the liability regime for protected forward-looking-statements (“PFLS”). PFLS are now subject to a statutory liability standard based on recklessness rather than the negligence liability standard that applied under UKPR, with the aim of reducing the risk to issuers of successful investor claims in relation to such statements and thereby encouraging issuers to voluntarily include them in prospectuses (recognising the value of such statements (e.g. profit forecasts) for investors looking for plentiful albeit reliable information). To fall within the PFLS regime, the statement must:
    • contain financial or operational information;
    • be future-oriented (i.e. the statement can only be verified for its truth, correctness and completeness by reference to events or circumstances that occur following the statement’s publication);
    • provide an estimate as to when the related circumstances are expected to occur;
    • contain material that a reasonable investor would consider material to their investment decision; and
    • be clearly identified in the prospectus and coupled with disclaimers that explicitly inform investors of the risks of PFLS disclosures (and the basis on which such disclosures have been prepared);
  • Regulated Markets – a new climate-related disclosure rule for certain equity issuers has been introduced, along with optional disclosures aimed at improving transparency of sustainability-labelled debt instruments; and
  • from the ‘six-day’ rule to a ‘three-day’ rule – the number of days before the end of the offer a prospectus needs to be publicly available for an initial admission of shares is reduced from six to three working days.

New primary MTF rulebooks

AIM

On 16 January 2026, the LSE published an updated version of the AIM Rules for Companies to reflect implementation of the POATRs. This came into effect on 19 January 2026. The amendments:

  • clarify that AIM companies must comply with the POATRs and relevant parts of the PRM and FCA’s Market Conduct sourcebook in addition to the AIM Rules;
  • confirm that an MTF admission document is only required on an initial admission to AIM and on a reverse takeover under rule 14;
  • clarify that an AIM admission document (which is an MTF admission prospectus) must disclose the information required by the general disclosure obligation for prospectuses (see above) and that the LSE may not authorise omission of information required by that general disclosure obligation;
  • in terms of specific content requirements, now cross-refer to the content requirements set out in the relevant annexes of the PRM (i.e. Annexes 1, 8 and 15) and expressly require inclusion of notification of the potential exercise of withdrawal rights following publication of a supplementary prospectus; and
  • in the notes, clarify when a supplementary AIM admission document is required, who is responsible for an AIM admission document and that forward looking statements made in an admission document are subject to the same liability regime as applies to prospectuses.

The LSE is planning to consult on more substantive changes to the AIM Rules in the first half of 2026.

"AIM companies must comply with the POATRs and relevant parts of the PRM and FCA’s Market Conduct sourcebook in addition to the AIM Rules."

AQSE Growth Market

Amended versions of the AQSE Growth Market Rulebooks to reflect the new POAT regime were also published by the Aquis Stock Exchange on 16 January 2026 and took effect on 19 January 2026.

Conclusion

The FCA’s new POAT regime introduces a more flexible but responsibility‑driven approach to public offers and admissions to trading. The new POP mechanism, revised prospectus thresholds, refined exceptions, enhanced disclosure requirements and the introduction of protected forward‑looking statements collectively aim to balance investor protection with more efficient capital‑raising. For primary MTFs, the requirement for MTF admission prospectuses further aligns these venues with regulated markets. It will be interesting to see how the new regime beds in and if the changes have the desired effect.

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