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19 January 2026

The Who, When And How Of The New UK Prospectus And Public Offer Rules From An Equity Perspective (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 and public offer rules overhaul the UK prospectus regime. The Public Offers and Admissions to Trading Regulations 2024...
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The UK's new prospectus and public offer rules overhaul the UK prospectus regime. The Public Offers and Admissions to Trading Regulations 2024, which introduce the Prospectus Rules: Admissions to Trading on a Regulated Market (PRM) Sourcebook, will supersede the on-shored EU Prospectus Regulation from January 19, 2026, with a UK framework that separates admissions to a regulated market from wider public offers.

The FCA now sets the detailed content and approval standards for admission prospectuses, with more flexible, proportionate disclosure requirements, especially for secondary fundraisings. The new rules recast when a 'public offer' is permitted, broaden permitted routes to reach retail investors (including via admissions to trading and other FCA regulated venues or platforms), and modernise exemptions. Overall, the package is designed to cut friction for issuers, support faster capital raising and retail participation, and maintain robust investor protections through targeted disclosure.

Listen to our podcast where we summarise what these changes are from an equity perspective and how issuers, investment banks and investors should navigate IPOs, public offers and further issuances under the new regime.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
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