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 came 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

In July 2025, following an extensive period of market engagement and consultation, the FCA published its new Prospectus Rules: Admission to Trading on a Regulated Market sourcebook (“PRM”) in July 2025. The PRM rules will apply alongside the POATRs and both will come into force on 19 January 2026.

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

For further detail take a look at our client resources below.