New UK Prospectus rules: key changes and implications from 2026
On 19 January 2026, the Public Offers and Admissions to Trading Regulations 2024 (“POATR”) came into effect, replacing the inherited EU law (previously the UK Prospectus Regulation).
What is a Prospectus?
A prospectus is a formal, legal disclosure document which provides investors with necessary information to enable them to make an informed decision as to their investment. A Prospectus typically includes details of the company’s business operations and financial condition, such as assets and liabilities, profits and losses, and cashflow.
What does POATR offer?
The new POATR regime is designed to:
- Streamline capital raising (by reducing cost and time);
- Make the UK a more attractive listing venue;
- Encourage retail investor participation; and
- Create a more flexible regulatory structure that confers additional rule making powers to the Financial Conduct Authority (FCA).
Issues with previous UK Prospectus Regulation
The previous regime had been criticised, particularly in relation to the prospectus and disclosure burdens. Historically, a prospectus was required where a company applied for admission to trading on a UK regulated market and/or a company sought to make an offer to the public of securities. While there were several exemptions available, the historic prospectus regime was broadly viewed as slow and expensive, especially for secondary capital raises.
New exemptions under POATR
Under POATR, it is now an offence to offer securities to the public in the UK unless there is an applicable relevant exemption.
The exemptions are set out in Schedule 1 of POATR and largely historic, however, the new exemptions include:
- Where the transferable securities are admitted to a regulated market or primary Multilateral Trading Facilities (MTF) (or the offer is conditional on their admission);
- Where the offer of equity securities is made only to persons already connected with the offeror (subject to conditions); and
- Where the offer is made by means of a regulated platform (referencing a Public Offer Platform).
While an FCA approved prospectus is still required to be admitted to trading on a UK regulated market, POATR decouples public offers and admissions. Under POATR, most public offers made by publicly traded issuers are generally now exempt from requiring a prospectus.
Secondary capital raising
A major reform is the substantial increase in the threshold at which a prospectus is required for further issuances within 12 months of an Initial Public Offer. This threshold has increased from 20 per cent to 75 per cent of the number of shares already admitted to a regulated market. This shift makes secondary capital raising far more attractive and efficient. Issuers may still opt to publish a voluntary prospectus to support valuation and demonstrate transparency, but within these expanded limits, doing so is no longer mandatory.
In practical terms, the need for a prospectus is now the exception rather than the rule.
How Hamlins can help
Our Corporate team acts for entrepreneurs, SMEs and larger organisations, providing corporate, commercial advice and business expertise, both in the UK and internationally. We regularly advise our clients on M&A, MBO and MBI transactions and in relation to joint ventures, private equity transactions, corporate restructuring, securities offerings and general corporate advisory matters.
If you would like to understand how your company take advantage of POATRs greater flexibility, please get in touch to find out more.