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UK Public Offers and Admissions to Trading: POATRs 2024 and FCA PRM - Public Offer Prohibitions, Prospectus Triggers and Exemptions, Liability (PFLS), Enforcement and Penalties from 19 January 2026

Practice notes
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This Practice Note outlines the UK regime governing public offers and admissions to trading of securities that took effect on 19 January 2026, replacing the earlier EU‑derived system. It highlights the rules for making public offers and seeking admission to trading, the prospectus regime, associated liability and sanctions under the new arrangements.

Regulatory framework

From 19 January 2026, a refreshed UK framework applies, which revokes:

  • Assimilated Regulation (EU) 2017/1129 (the UK Prospectus Regulation) and related delegated regulations
  • certain parts of Part 6 of the Financial Services and Markets Act 2000 (FSMA 2000) that deal with when a prospectus is required and prospectus liability, and
  • the Financial Conduct Authority’s (FCA) Prospectus Regulation Rules (PRR) sourcebook

The replacement regime is contained in:

  • The Public Offers and Admissions To Trading Regulations 2024, SI 2024/105 (the POATRs), and
  • a new FCA sourcebook—The Prospectus Rules: Admission to Trading on a Regulated Market (PRM)

Prohibition of public offers

Under the POATRs, making a public offer of relevant securities in the UK is banned unless an exception applies...

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Web page updated on 22/05/2026

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