- within Law Department Performance, Antitrust/Competition Law and Strategy topic(s)
EU Prospectus Regulation (EUPR)
A delegated regulation relating to the EUPR has been published in the Official Journal and entered into force on 16 August 2026. It was expected to apply from 5 June 2026, alongside the EU Listing Act amendments to the EUPR, but was delayed. The delegated regulation introduces a significantly simplified and more standardised prospectus regime, including streamlined disclosure requirements, a new EU IPO prospectus for first-time listings and mandatory standard formats for single-document equity prospectuses. It also removes the ability of competent authorities to impose additional ad hoc scrutiny criteria and introduces defined approval timelines, providing issuers with greater certainty and consistency in the prospectus approval process.
Separately, a corrigendum to the delegated regulation regarding the reduced content and standardised format and sequence of the EU Follow-on and EU Growth issuance prospectuses has been published in the Official Journal. The corrigendum makes amendments to Annex 31, section 7.
UK Listed Companies: FCA Updates
This month has seen several FCA updates relevant to UK listed companies, including changes to prospectus rules, IPO research requirements and inside information processes.
UK MAR: New inside information declaration form requirement
From 21 September 2026, all first submissions of equity documents to the FCA, including guidance requests, must include a signed inside information declaration form. Where the submission includes inside information under Article 7 of UK MAR, the form must explain what that information is.
UK prospectus rules changes
The FCA has published Handbook Notice 143 (PDF 344 KB) which sets out, amongst other things, certain changes made to the Prospectus Rules: Admission to Trading on a Regulated Market (PRM) sourcebook with effect from 31 July 2026 to correct rules that were not operating as intended following their introduction in January 2026.
Key changes include:
- Narrowing the employee/director securities exemption to genuine incentive arrangements.
- Giving issuers more flexibility on protected forward-looking statements disclaimers.
- Removing certain confirmation requirements for cross-reference lists.
- Clarifying that the requirement that an IPO prospectus be published at least 3 working days before the end of the offer period only applies to IPOs with retail participation.
- Broadening the scope for supplementary prospectuses used to change the terms and conditions and/or form of final terms by replacing “fungible” with “manifestly the same”.
- Aligning the withdrawal-rights provisions so they apply consistently.
UK equity IPOs
The FCA has updated its rules on information sharing during UK equity IPOs (PDF 493 KB). This follows its consultation in April. With effect from 5 August 2026, the FCA has:
- Removed the 7-day waiting period between the publication of an approved registration document/prospectus and connected research.
- Removed the requirement that syndicate banks intending to publish connected IPO research share the same information with a range of unconnected analysts as they do with their own research analysts.
Primary Market Bulletin 65
The latest FCA Bulletin includes the following key updates:
- Regulatory announcements as marketing materials: The FCA has raised concerns about issuers using regulatory announcements for potentially misleading promotional content, including vague or exaggerated language, unnecessary announcements, incorrect inside information flags and releases linked to significant share price movements. The FCA will assess whether content that strays too far from regulated information is misleading under the UKLRs or UK MAR, and whether this indicates poor issuer systems and controls.
- Delayed disclosure of inside information: The FCA’s review of delayed disclosure notifications under Article 17(4) of UK MAR did not identify widespread or systemic failures. However, extended or unusual delays were often linked to incorrect classification of inside information or inadequate ongoing assessment. Other themes included blanket classification, failure to reassess during the delay period, misunderstanding of inside information and automated process errors. The FCA indicated that short clarification periods under DTR 2.2.9G(2) may fall within the general “as soon as possible” disclosure obligation, rather than the formal delay regime.
- The FCA also noted the new inside information declaration form referred to above.
AIM RULES
The LSE has published AIM Notice 64 (PDF 219KB) which sets out changes to the AIM Rules for Companies and the AIM Disciplinary Procedures and Appeals Handbook and AIM Notice 65 (PDF 138 KB) which sets out changes to the AIM Rules for Nominated Advisers. This follows its consultation on the proposed amendments in June. The changes take immediate effect.
This article contains a general summary of developments and is not a complete or definitive statement of the law. Specific legal advice should be obtained where appropriate.
[View Source]