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Debt Capital Markets – Prospectus regimes in the EU and the UK

Your one stop shop for the latest information on the prospectus regimes relevant to public offers and admitting debt securities to trading on the regulated markets in both the EU and the UK, including links to the latest legislation, consultations and our client alerts.

Both the public offer and regulated market admission to trading regimes in the EU and the UK (collectively, the “prospectus regimes”) are in the process of reform; in the EU as part of a legislative package aiming to promote the EU capital markets and in the UK, as part of the UK’s post-Brexit freedoms.

EU Prospectus Regime

 

The EU Listing Act makes changes to the EU Prospectus Regulation. The agreed text was published in the EU’s Official Journal on 14 November 2024 and will come into force on 4 December 2024.

 

Amendments to the EU Prospectus Regulation will be phased in with only limited amendments to apply immediately.

 

From a debt perspective, the amendments to the EU Prospectus Regulation are fairly limited in nature. For details of the key changes, take a look at our client resources below.

UK Prospectus Regime

 

The Public Offer and Admissions to Trading Regulations (the “POATRs”) setting out the new framework for the UK regime were made in February 2024. But responsibility for the detail has been delegated to the FCA.

 

The FCA published a consultation (CO24/12) on its new admissions to trading rulebook with a deadline for responses of 18 October 2024.

 

A key focus of the FCA is the reinvigoration of the retail bond market in the UK. Further consultations, including on the retail aspects, are expected in the first quarter of 2025.

 

The FCA aims to finalise the new UK prospectus regime by the end of the first half of 2025 with implementation expected towards the end of 2025.

 

Whilst the final new UK regime is not expected to depart from the EU regime extensively, the POATRs do represent a shift conceptually in the way the market will need to consider on what basis a prospectus is required.

Key dates for the Prospectus Regulation

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2020

UK Prospectus Regime

The UK “onshored” the existing EU prospectus regime with minor adjustments at the end of the Brexit Transition Period.

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2021

UK Prospectus Regime

During 2021 the UK Listings Review, led by Lord Hill, recommended a series of reforms to the UK prospectus regime to make it more attractive and competitive which was later endorsed by the Chancellor of the Exchequer.

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2022

EU Prospectus Regime

7 December 2022 - European Commission published the draft EU Listing Act including amendments to the EU Prospectus Regulation.

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2023

UK Prospectus Regime

FCA published a series of engagement papers with respect to its expected powers under the new UK prospectus regime. A summary of feedback was published later in the year.

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2024

UK Prospectus Regime

29 January 2024 - The Public Offer and Admissions to Trading Regulations 2024 were made.

July 2024 - FCA consulted in CP24/12 on proposals for a new sourcebook relating to admissions to trading on a regulated market with a deadline for responses of 18 October 2024.

EU Prospectus Regime

2 February 2024 - Political agreement reached on the EU Listing Act.

14 November 2024 - EU Listing Act published in the Official Journal.

4 December 2024 - EU Listing Act came into force.

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2025

UK Prospectus Regime

Q1 2025 - Further FCA consultations expected, including in relation to retail.

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2026

EU Prospectus Regime

5 March 2026 - 15 months after date of entry into force of EU Listing Act certain amendments to the EU Prospectus Regulation to apply.

5 June 2026 - 18 months after date of entry into force of EU Listing Act final amendments to the EU Prospectus Regulation to apply.

Insights

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EU

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UK

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Additional resources

Key Contacts

For more information on the EU or UK prospectus regimes, contact one of our capital markets lawyers below or your usual contacts.


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