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Minor amendments to admission rules clarify disclaimer placement for protected forward-looking statements and share scheme exemption
The Financial Conduct Authority (FCA) has published Handbook Notice 143, which confirms a number of changes to the Prospectus Rules: Admission to Trading on a Regulated Market sourcebook (PRM), including in relation to the disclosure requirements for protected forward-looking statements in prospectuses and the share scheme prospectus exemption. The amendments are intended to give proper effect to aspects of the Public Offers and Admissions to Trading regime, which came into force on 19 January 2026.
The changes to the PRM took effect on 31 July 2026 and were made by the FCA’s Prospectus Rules: Admission to Trading on a Regulated Market (Clarificatory Amendments) Instrument 2026, as set out in its Quarterly Consultation Paper No. 51 (CP26/8) (see our blog post here).
Key amendments to the PRM include:
- Prospectus exemption for director/employee share schemes (PRM 1.4.12R) – The exemption from the requirement for a prospectus where shares are being allotted to directors/employees has been amended to make clear a listed company cannot use the exemption where it is raising new funds and the allotment to a director/employee is purely for the purpose of an onward transfer to a third party.
- Protected forward-looking statements (PFLS) (PRM 8.2.3R) – Required content-specific accompanying statements now only need to appear adjacent to one instance of the relevant PFLS, rather than being repeated throughout the prospectus. Cross references to the accompanying statement are sufficient for other instances.
- IPO prospectus publication (PRM 9.5.2R) – The rule requiring the prospectus to be published at least three working days before the end of the offer period has been amended to clarify that it applies only to IPOs involving retail participation.
For further details on the Public Offers and Admissions to Trading regime, see our blog post here.
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