UK public offers, regulated market and primary MTF admissions: POATRs 2024, FCA PRM and public offer platform rules: prospectus thresholds, exemptions and PFLS liability, effective 19 January 2026

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Practice notes

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This Practice Note outlines the principal features of the UK public offers and admissions to trading regime applying from 19 January 2026, as detailed in:

The Public Offers and Admissions to Trading Regulations 2024, SI 2024/105 (POATRs)
FCA Prospectus Rules: Admission to Trading on a Regulated Market sourcebook (PRM) (and the associated FCA policy statement PS25/9)
FCA policy statement PS25/10: Final rules for public offer platforms, published on 15 July 2025

The POATRs, SI 2024/105, establish the statutory framework governing public offers of securities and the admission of securities to trading in the UK, replacing the former UK Prospectus Regulation. Two headline reforms are the removal of an express statutory obligation to produce a prospectus and the conferral of broader rule‑making powers on the FCA for admissions to trading and public offers. The FCA’s rules now determine when a prospectus is required and specify its content requirements.

Background to the prospectus regime reforms

The UK Listing Review, published in March 2021 by Lord Hill, included three recommendations concerning the UK prospectus regime, addressed to HM Treasury...

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Web page updated on 22/05/2026

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