Navigating the Public Offers & Admissions to Trading Regulations (POATRs)

Introduction

The Public Offers and Admissions to Trading Regulations 2024 (POATRs), due to be implemented in full on 19 January 2026, represent a comprehensive overhaul of the UK’s public offers and admissions to trading regime and replaces the EU Prospectus Regulation.

Initiated by the UK Government and following detailed FCA rulemaking completed in July 2025, the new regime aims to simplify and modernise how companies access UK public markets while preserving strong investor protections and market integrity.

These new rules respond to long-standing concerns that the UK’s capital raising rules were too complex, costly, and restrictive; especially for smaller and high-growth companies. The approach is to focus regulatory requirements where they are most needed while giving companies greater flexibility to raise capital efficiently.

This live and interactive session will explain the key changes to the existing public offers and prospectus regime; highlight the structure of the FCA’s new PRM sourcebook and the requirements for applicants for admission to AIM or the Aquis Growth Market to submit MTF Admission Documents.

What You Will Learn

This live and interactive course will cover the following:

• Regulatory Framework
• The Public Offers and Admissions to Trading Regulations 2024
• FCA’s new sourcebook: Prospectus Rules; Admission to Trading on a Regulated Market (PRM)
• Annexures to the Prospectus Regulation Directive now included as annexures to the PRM
• MTF Admission Prospectus
• New chapter 5A in FCA’s Market Conduct sourcebook
• Changes made by POATRs
• FSMA amended to replace references to Prospectus Regulation with POATRs
• Transitional provisions for prospectuses/admission documents approved before 19 January 2026
• Changes to current FSMA exemptions from prospectus requirement for offers to the public or admission to trading on a regulated market
• Changes made by FCA (under POATRs’ delegated authority)
• Increase in threshold for prospectus requirement for secondary issues on a regulated market from 20% of existing issued share capital of relevant class to 75% (100% for closed-ended investment funds) but “voluntary” prospectuses (where exemption applies) permitted
• Listing particulars removed as an alternative form of admission document to prospectuses
• Transitional provisions for prospectuses approved before 19 January 2026
• Consequential amendments to various sourcebooks
• Rules for content requirements for MTF Admission Prospectuses
• New regime for “protected forward-looking statements” that meet the PRM conditions in prospectuses and MTF Admission Documents. Liability standard is recklessness/dishonesty with burden of proof on investor complainant
• New climate-related disclosures in prospectuses and sustainability labelled debt
• FCA Guidance and Knowledge Base
• Consequential updates to Technical Notes and Procedural Notes
• New Technical Notes

Recording of live sessions: Soon after the Learn Live session has taken place you will be able to go back and access the recording - should you wish to revisit the material discussed.