Publication
Debt Capital Markets - Prospectus regimes in the EU and the UK
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Publication
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.
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.
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.
Prospectus Rules: Admission to Trading on a Regulated Market: Key changes for equity capital markets
EU Listing Act: Key changes for DCM
Unlocking opportunities: The EU Listing Act explained
For more information on the EU or UK prospectus regimes, contact one of our capital markets lawyers below or your usual contacts.
Capital Markets Partner, Amsterdam
Netherlands
Capital Markets Partner, London
United Kingdom
Partner, Brussels
Belgium
Capital Markets Partner, London
United Kingdom
Capital Markets Partner, London
United Kingdom
Capital Markets Partner, London
United Kingdom
Counsel, London
United Kingdom
Capital Markets Partner, Frankfurt
Germany
Capital Markets Partner, London
United Kingdom
United Kingdom
Partner, Madrid
Spain
Capital Markets Counsel, Amsterdam
Netherlands
Partner, Madrid
Spain
Capital Markets Counsel, Milan
Italy
Capital Markets and Banking Partner, Luxembourg
Luxembourg
Capital Markets Partner, London
United Kingdom
Managing Partner and Capital Markets & Banking Partner, Luxembourg
Luxembourg
United Kingdom
Capital Markets Partner, London
United Kingdom
Partner, Lisbon
Portugal
Partner, Paris
France