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22 January 2026

Market Horizons: The UK's New Prospectus Regime From A Debt Capital Markets Perspective—all Change Please! (Podcast)

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A&O Shearman

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A&O Shearman was formed in 2024 via the merger of two historic firms, Allen & Overy and Shearman & Sterling. With nearly 4,000 lawyers globally, we are equally fluent in English law, U.S. law and the laws of the world’s most dynamic markets. This combination creates a new kind of law firm, one built to achieve unparalleled outcomes for our clients on their most complex, multijurisdictional matters – everywhere in the world. A firm that advises at the forefront of the forces changing the current of global business and that is unrivalled in its global strength. Our clients benefit from the collective experience of teams who work with many of the world’s most influential companies and institutions, and have a history of precedent-setting innovations. Together our lawyers advise more than a third of NYSE-listed businesses, a fifth of the NASDAQ and a notable proportion of the London Stock Exchange, the Euronext, Euronext Paris and the Tokyo and Hong Kong Stock Exchanges.
The UK's new prospectus regime came into effect on January 19, 2026, as part of changes to the regulation of public offers and admissions to trading.
United Kingdom Corporate/Commercial Law
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The UK's new prospectus regime came into effect on January 19, 2026, as part of changes to the regulation of public offers and admissions to trading.

In this episode of our Market Horizons series, our panel discuss how the new framework of The Public Offers and Admissions to Trading Regulations 2024 reshapes the landscape and share their thoughts on some of the changes from a debt capital markets perspective.

Our panel for this discussion comprises:

With the new regime now live, the panel provide a practical overview of the key changes and their implications, exploring:

  • The separation of public offer regulation from admissions to trading regulation
  • The single disclosure framework for non-equity securities based on the wholesale standard and alleviations for plain vanilla listed bonds
  • The opening up of the bond markets to retail investors and practical considerations for bringing retail into institutional deals
  • Other (non-retail specific) changes that the new regime brings
  • Transitional provisions for programmes with live FCA-approved base prospectuses

Amanda, Tom, and Jennifer also address the documentation changes required, including updates to selling restrictions and final terms.

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