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For further details on the documents outlined below, please refer to Practice Note: Issuing debt securities—key documentation. Appointment of the arranger The issuer (Issuer) designates an arranger (Arranger) to set up the programme. The Arranger may additionally serve as a dealer or manager for later note issues under the programme. Responsibility —Issuer and Arranger. Appointment of the dealers The dealer(s) (Dealers) will enter into a dealer agreement with the Issuer and the Arranger. For a syndicated issue, the Dealers and the Issuer may also sign a subscription agreement. New dealers may be added to the programme after launch via a dealer accession letter. Responsibility —Dealers, Arranger and the Issuer. Appointment of the agents The Issuer will appoint agents to act on its behalf for the programme. These may include a fiscal agent (Fiscal Agent) or a trustee (appointed by the Issuer to represent the interests of the noteholders),...
This Practice Note serves as an initial guide to listing debt securities on the London Stock Exchange (LSE). It outlines the ideas of listing and admission to trading, and centres on the main markets for listing debt instruments. It does not aim to detail every applicable requirement and provides links to relevant resources for further reading. It also excludes disclosure requirements and ongoing continuing obligations. Principal markets for debt securities listings The LSE operates several markets, but the venues commonly used for debt capital market listings are: the Main Market the International Securities Market (ISM) the Professional Securities Market (PSM) (Note: From 19 January 2026, the PSM is closed to new admissions) In addition, the LSE runs two markets tailored to particular segments of the debt securities space: the Order book for Fixed Income Securities (OFIS) the Sustainable Bond Market Listing or admission to trading––what is the difference? ‘Listing’ means admission of...
STOP PRESS: The UK’s prospectus framework presently derives from the EU Prospectus Regulation, preserved in domestic law following Brexit as the UK Prospectus Regulation. The government has been reassessing this regime within a broader programme to modernise UK capital markets and make the UK a more appealing place to list. In this context, the UK Prospectus Regulation will give way to the Public Offers and Admission to Trading Regulations 2024 (the POATRs), and all detailed requirements connected to admission to trading will sit within Financial Conduct Authority (FCA) admission rules. The FCA issued its final rules (PS25/9) on 15 July 2025, with implementation expected on 19 January 2026. These changes form part of efforts to reform the capital markets in the UK and enhance the attractiveness of the UK as a listing venue. For more detail on the principal features of the POATRs framework pertinent to the debt capital markets, see Practice Note: The UK Prospectus Regulation—essentials [Archived] — Reform of the UK prospectus regime. Note that numerous steps...
This diagram clearly outlines the key steps for listing and admitting debt instruments for trading on the London Stock Exchange’s Main Market (LSE)...
In this issue: Public company takeovers Equity capital markets Corporate governance Partnerships Private equity Members LexTalk®Corporate: a Lexis®Nexis community Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information Public company takeovers Takeover Panel publishes note on cancellation of admission to trading The Takeover Panel (Panel) has issued a new note offering advisers guidance on cancelling an admission to trading for companies caught by the Takeover Code (Code). It confirms that companies with registered offices in the UK, the Channel Islands or the Isle of Man, whose securities are traded on specified markets, remain within the Code for two years after cancellation, irrespective of where central management and control is located or whether they re-register as private companies. The Panel encourages early engagement with the Panel Executive when a cancellation is contemplated, to ensure shareholders receive suitable disclosure about the Code’s continued effect, and it outlines...
In this issue: Company disclosures, records and registers Equity capital markets Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information Company disclosures, records and registers DBT issues updated statutory guidance on PSC ‘significant influence or control’ for companies and LLPs The Department for Business and Trade (DBT) has released updated statutory guidance clarifying the meaning of ‘significant influence or control’ for Schedule 1A to the Companies Act 2006 (CA 2006), in relation to the register of people with significant control (PSC register). Guidance has been produced for both companies and Limited Liability Partnerships (LLPs). See: LNB News 05/03/2026 28. Equity capital markets FCA Quarterly Consultation No 51—clarificatory amendments to the UKLR The Financial Conduct Authority (FCA) has published Quarterly Consultation Paper No 51, CP26/8, following reforms to the UK public markets framework and the introduction of the UK Listing Rules (UKLR) sourcebook, alongside the Prospectus Rules:...
The planned reforms aim to strengthen the appeal of the UK’s capital markets. They carry notable consequences for IPOs and secondary equity raises where securities will be admitted to trading on a UK regulated market, such as the LSE’s Main Market, or on a UK multilateral trading facility (MTF), such as AIM. Market rulebooks set the eligibility thresholds, admission conditions and ongoing duties once on a primary MTF, and for issuers of debt securities on a UK regulated market. Background The consultation follows the adoption earlier this year of the Public Offers and Admission to Trading Regulations, which created the framework for the planned overhaul of the UK prospectus regime. In particular, it is proposed that: offering securities to the public will be barred unless an exemption applies, with a key exemption where the offer is conditional on the securities being admitted to trading on a UK‑regulated market or a primary MTF the liability threshold for investor claims concerning certain forward-looking statements (described as...
ARCHIVED: This Practice Note is archived and no longer maintained. STOP PRESS: The UK’s prospectus regime, previously derived from the EU Prospectus Regulation, has been superseded by the Public Offers and Admission to Trading Regulations 2024 (POATRs), with all detailed admission to trading requirements now contained in the Financial Conduct Authority (FCA) admission rules. The FCA published its final rules on 15 July 2025, which took effect on 19 January 2026. In October 2025, the FCA issued Primary Market Bulletin 58 which, among other matters, offered guidance on the timetable and approval of prospectuses (and supplementary prospectuses) and confirmed the removal of Listing Particulars as an admission document under the new framework. For more on the key aspects of the POATRs relevant to debt capital markets, see Practice Note: The UK Prospectus Regulation—essentials [Archived]—Reform of the UK prospectus regime. This Practice Note focuses on debt capital markets and summarises the required structure and contents of a prospectus prepared under the current UK prospectus regime. It covers:...
STOP PRESS: On 21 July 2019, Prospectus Regulation (EU) 2017/1129 became fully effective across EU member states, and the Prospectus Directive was repealed. The Regulation now sets out when a prospectus must be published for an offer of securities to the public in the UK, or for the admission of securities to trading on a regulated market in the UK. To reflect this, the FCA has brought the FCA Handbook into line with the Regulation by removing the Prospectus Rules in their entirety and substituting the Prospectus Regulation Rules sourcebook. For more detail, see Practice Note: The UK Prospectus Regulation—essentials [Archived] and The UK Prospectus Regulation—is a prospectus required? [Archived]. ARCHIVED: This archived Practice Note is not maintained and is provided for background purposes only. Further information is available in Practice Note: The UK Prospectus Regulation—essentials [Archived]. This Practice Note examines, under the previous Prospectus Directive framework, when a prospectus had to be published for an offer of securities to the public in the UK or for admission...
ARCHIVED: This Practice Note is archived and no longer maintained. Last revised July 2019. From 21 July 2019, the Prospectus Regulation (EU) 2017/1129 applied in full across EU member states and the Prospectus Directive was revoked. The Prospectus Regulation now determines when a prospectus must be published for an offer of securities to the public in the UK, or for the admission of securities to trading on a regulated market in the UK. The FCA brought the FCA Handbook into line with the Prospectus Regulation by removing the Prospectus Rules in their entirety and substituting the Prospectus Regulation Rules sourcebook. For further details see Practice Note: The UK Prospectus Regulation—essentials [Archived] and The UK Prospectus Regulation—is a prospectus required? [Archived]. This note, and related notes concerning the now repealed Prospectus Rules, have been kept for reference because the commentary may remain relevant to equivalent provisions within the Prospectus Regulation Rules (PRR). This Resource Note signposts pertinent commentary, analysis and materials to aid interpretation of, and offer practical guidance on the...
STOP PRESS : Significant reforms to the UK prospectus regime came into force on 19 January 2026 Major changes to the UK regime for public offers and admissions to trading took effect on 19 January 2026. The framework for securities offers and UK market admissions is now chiefly contained in the Public Offers and Admissions to Trading Regulations 2024, SI 2024/105 (the POATRs), together with the FCA sourcebook, The Prospectus Rules: Admission to Trading on a Regulated Market (PRM). The UK Prospectus Regulation and the FCA Prospectus Regulation Rules have been repealed. The reforms aim to simplify capital raising and substantially lessen the circumstances in which a company must publish an FCA-approved prospectus for a further share issue. For full details of the changes, see Practice Note: UK prospectus regime reform. This Practice Note sets out the prospectus regime that applied before 19 January 2026...
[ ON THE LETTERHEAD OF THE PLACING AGENT ] An application has been submitted for the entire issued and to-be-issued ordinary share capital of the Company to be admitted to trading on AIM. It is anticipated that Admission will take effect and dealings in the Ordinary Shares will begin on AIM on [ insert expected date of admission to AIM ]. [ insert name of Placing Agent ] accepts no liability whatsoever for the accuracy of any statements or opinions contained within the Admission Document (as defined below), for which [ insert name of Placing Agent ] bears no responsibility, nor for any omission of material information from the Admission Document. Recipients of this document should note that, in connection with the Placing (as defined below) and Admission, [ insert name of Placing Agent ] is acting solely for the Company and for no one else, and will not be responsible to any person other than the Company for providing the protections afforded to its clients or for advising...
STOP PRESS : Significant reforms to the UK prospectus regime came into force on 19 January 2026 The framework now governing public offers of securities and admissions to trading in the UK is chiefly set out in the Public Offers and Admissions to Trading Regulations 2024, SI 2024/105 (the POATRs), together with the FCA sourcebook, The Prospectus Rules: Admission to Trading on a Regulated Market (PRM). The UK Prospectus Regulation and the FCA Prospectus Regulation Rules have been repealed. These reforms are intended to streamline capital raising and markedly cut the number of situations in which a company must publish an FCA approved prospectus when undertaking a further issue of shares...