UK Prospectus Overhaul Takes Effect To Ease Capital Raising

Overview

• The new PRM Sourcebook and Public Offers and Admissions to Trading Regulations 2024 took effect on 19 January 2026, replacing the EU-derived prospectus regime.
• The threshold for requiring a prospectus on secondary share issues rose from 20% to 75% of existing share capital within 12 months, with up to 100% for closed-ended investment funds.
• IPOs on regulated markets still require an FCA-approved prospectus, while public offers are now generally prohibited unless an exemption applies, including a new Public Offer Platform option.
• The rules introduce “protected forward-looking statements,” which carry a higher recklessness or dishonesty liability standard to encourage more useful forward-looking disclosures.
• The FCA reports early positive feedback and estimates about £40 million in annual issuer savings, though lawyers note offerings targeting US investors must still meet US standards, and the regulator plans to encourage smaller corporate bond sizes to widen retail access.