Jurisdiction(s):
United Kingdom

UK public offers and prospectus regimes for employee share plans: POATRs/PRM framework, employee share scheme exemptions, disclosure requirements, AIM nuances, and FSMA financial promotion/regulated activities

Published by a LexisNexis Share Incentives expert

Practice notes

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Introduction and legal framework

Like many jurisdictions, the UK oversees public offerings of securities through a range of investor safeguards. UK legislation imposes a blanket ban on inviting the public to subscribe for securities unless an exemption is available. Beyond employee share schemes, a principal carve‑out arises where the securities are intended to be admitted to trading on a regulated market (for example, the Main Market of the London Stock Exchange) or a primary multilateral trading facility (MTF) such as AIM. On a first admission, including an IPO, the issuer will ordinarily be required to produce a prospectus which, depending on the market, may need approval from the Financial Conduct Authority (FCA).

Where employees are the offerees, companies generally utilise a distinct ‘employee offer’ exemption from the general prohibition, provided specified information about the offer is supplied. Other exemptions can also apply. An analogous ‘employee offer’ exemption likewise governs the requirement to publish a prospectus in order to...

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Web page updated on 22/05/2026

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