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 (CP24/12) 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. To that end, in January 2025 the FCA published its consultation (CP25/2) on further changes to the public offers and admissions to trading regime and the UK Listing Rules with a deadline for responses of 14 March 2025. Key proposals include aligning the prospectus requirements for debt securities to a single standard based on the current disclosure requirements for ‘wholesale’ denominations and guidance defining certain (non-complex) low denomination corporate bonds which can be appropriate for the ‘mass market’.

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.