PRACTICE NOTES
UK equity offerings by overseas issuers: financial promotion and prospectus regimes, exemptions, advertisements, and AFME-based sample selling restrictions
STOP PRESS
Major changes to the UK prospectus framework took effect on 19 January 2026. The fresh regime for public securities offers and UK admissions to trading sits mainly in the Public Offers and Admissions to Trading Regulations 2024, SI 2024/105 (the POATRs), and the FCA sourcebook, The Prospectus Rules: Admission to Trading on a Regulated Market (PRM). The UK Prospectus Regulation and the FCA Prospectus Regulation Rules are repealed. The package aims to streamline capital raising and markedly cut the instances where an issuer must produce an FCA approved prospectus for a further share issue. For comprehensive detail see Practice Note: UK prospectus regime reform. This Practice Note describes the regime that applied before 19 January 2026.
What are the purpose of selling restrictions?
Buying financial instruments, such as equity securities (for example, shares), can be intricate and outcomes uncertain, especially for less experienced investors. Prospective investors are likely to depend on information contained in marketing materials and offer documentation when deciding whether to invest. Companies seeking to offer shares to UK investors...
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