The Financial Conduct Authority has published Primary Market Bulletin 58 in which it sets out the transition from the UK Prospectus Regulation to the new regime under the Public Offer and Admission to Trading Regulations (POATRs), which will come into effect on 19 January 2026.
Ahead of the application of the new regime, PMB 58 also consults on changes to the FCA’s Knowledge Base, including draft guidance on working capital statements, the preparation of protected forward-looking information and the content of exemption documents.
Transition to the POATRs – PRM documents reviewed from 1 December
The new regime includes the Prospectus Rules: Admission to Trading on a Regulated Market sourcebook (PRM), which was finalised in July (see here). These rules replace the UK Prospectus Regulation in relation to (i) when a prospectus is required on an admission to trading on a regulated market in the UK, (ii) its content and (iii) the process for approval and publication.
- From 1 December 2025: the FCA will accept draft prospectuses prepared under the PRM for review (to be approved on or after 19 January 2026). This can be done as usual via the FCA’s Electronic Submission System.
- Late November 2025: the FCA will publish the new forms and checklists that will need to be submitted alongside draft prospectuses prepared under the PRM. Issuers will also need to submit an additional short form indicating that the draft document is submitted for review under the new regime.
For prospectuses prepared under the UK Prospectus Regulation, if an issuer is seeking approval ahead of Monday 19 January 2026, the last day of approval under the existing regime will be Friday 16 January 2026.
Changes to the FCA’s Knowledge Base
The FCA has proposed a small number of new guidance notes and made changes to a large number of existing notes. While many of the changes are consequential in nature others are more substantive. Key new and amended guidance is outlined below.
Working capital statements
In an effort to minimise unnecessary costs for issuers when preparing working capital statements, while still ensuring that investors receive the information they need to make decisions, the FCA has revised TN 619.1 to include new guidelines which permit issuers to:
- provide additional disclosures which explain the basis on which the statement has been prepared, without that disclosure constituting qualifying wording. Examples given in TN 619.1 include the sources of capital the issuer has taken into account or the details of procedures undertaken. The FCA states that these disclosures may be used to give investors additional information on which to make an informed assessment of the issuer’s working capital position. The FCA also envisages that the information may provide a bridge to other liquidity disclosures, for example in relation to going concern, made in an issuer’s annual or interim financial statements.
- Include ‘uncommitted’ facilities in their working capital calculations in certain circumstances. Examples include overdraft facilities, where the issuer has an established track record of holding such a facility with a lender and there is no reason to believe that it will be withdrawn during the working capital period. The draft guidance in TN 619.1 states that the determination as to whether to consider borrowing facilities as available for the purposes of the working capital statement “will require the exercise of judgement” and a number of factors will need to be taken into account, for example, the extent to which the facilities would be available under a reasonable worst case scenario.
Preparation of protected forward-looking statements
Protected forward-looking statements (PFLS) fall within a conditional exemption from the usual liability regime for those responsible for publishing a prospectus. A new TN 639.1 is proposed which gives guidance on the nature of the information that can be considered a PFLS and how it must be prepared.
The draft guidance states that a PFLS should be:
- Understandable – the PFLS should not be so complex that it cannot be readily understood by investors and should avoid long and complicated information about assumptions and uncertainties.
- Reliable – the draft guidance concedes that reliability does not mean that the PFLS will be correct. However, the information should represent actual, rather than hypothetical, plans and risk analysis and be supported by an up-to-date analysis of the issuer’s business which should consider both internal and external factors that may have an impact on the PFLS. This is very similar to the guidance on profit forecasts from TN 619.1.
- Comparable – issuers must keep in mind whether the PFLS is capable of subsequent validation by comparison with actual future events. Where a PFLS contains financial information, those responsible for a prospectus will need to confirm in the content-specific accompanying statement that the PFLS is comparable with the historical financial information in the prospectus and consistent with the issuer’s accounting policies.
Sustainability disclosure
The FCA has produced new guidance covering climate and sustainability disclosure by amending TN 803.4. The proposed new guidance includes:
- the application of the PRM climate disclosure rule (where issuers have identified material climate-related risk factors, or opportunities material to the issuer’s prospects);
- circumstances where the POATRs’ necessary information test may require disclosure of sustainability-related information beyond the PRM’s minimum information requirements. Here the FCA highlights that issuers may find International Financial Reporting Standard S1 (IFRS S1) helpful in identifying relevant information to disclose. To identify relevant industry-specific issues and metrics, the FCA also points out the sources of guidance referenced in IFRS S1, such as the Sustainability Accounting Standards Board (SASB) standards; and
- the application of the PFLS regime to sustainability-related information, including on disclosures related to transition plans.
Content of the prospectus exemption document for takeovers, mergers and divisions
Certain exemptions from the requirement to produce a prospectus apply under the PRM for admissions to trading made in connection with takeovers, mergers or divisions. The FCA has proposed a new TN 608.1 which sets out, in a useful table, the different exemption document scenarios and the content requirements in each case. The scenarios are as follows:
- Takeovers subject to the Takeover Code where the equity securities being admitted are fungible with those already admitted to trading, and where the transaction is not a reverse acquisition transaction. In this case the exemption document would be the offer document or scheme circular. FCA review and approval is not required.
- Takeovers involving fungible securities, mergers and divisions, where the transaction is not a reverse acquisition transaction, and the Takeover Code does not apply. Here, an exemption document must be produced setting out the information contained in Annex I of the draft technical note (which includes a business overview, financial information, reasons for the transaction and risk factors, among other things). FCA review and approval is not required.
- Takeovers involving non fungible securities or where the takeover is a reverse acquisition transaction. In this case an exemption document must be produced setting out the information contained in Annex II of the draft technical note (which includes much of the information from Annex I together with information about the offeree and the company being acquired/divided and the equity securities admitted to trading). In relation to this exemption document, FCA review and approval is required.
Next steps
The consultation period is split into two parts and closes on:
- 21 November for the majority of the amended technical and procedural notes, to which minor or consequential changes have been made; and
- 5 December for the new technical notes and those which have been subject to more substantial amendment (including those detailed above).
The POATRs and the PRM will come into force on 19 January 2026. The UK Prospectus Regulation will be repealed on the same date by the Financial Services and Markets Act 2023 (Commencement No. 11 and Saving Provisions) Regulations 2025, which include grandfathering provisions for offers of transferable securities to the public and requests for admission to trading on a regulated market made before 19 January 2026, as well as prospectuses approved by the FCA before that date.
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