FCA Updates Forms and Checklists for New UK Public Offers and Admissions to Trading Regime

Key Takeaways

• The FCA has published forms, checklists, and practical guidance supporting the UK's new public offers and admissions to trading regime (POATR and the PRM sourcebook), which took effect on January 19, 2026.
• Compliance teams must use the correct forms for each submission type, particularly for prospectuses approved under the old UKPR that remain valid, and must update base prospectuses to meet the new single disclosure standard.

Deep Dive

The FCA has published forms, checklists, and practical guidance supporting the UK's new public offers and admissions to trading regime (POATR and the PRM sourcebook), which took effect on January 19, 2026. Compliance teams must use the correct forms for each submission type, particularly for prospectuses approved under the old UKPR that remain valid, and must update base prospectuses to meet the new single disclosure standard.

On January 19, 2026, the Public Offers and Admissions to Trading Regulations 2024 (POATR) replaced the UK Prospectus Regulation (UKPR). The Prospectus Regulation Rules sourcebook (PRR) was replaced by Prospectus Rules: Admission to Trading on a Regulated Market (PRM). The FCA's page consolidates the forms needed for payments, document review, Listings Data Management, market participant notifications, and sponsor declarations. It also covers PRM cross reference lists and UK Listing Rules checklists, and it directs users to the Electronic Submission System (ESS) for electronic filings.

The PRM introduces a single disclosure standard for non-equity securities, based on the former UKPR wholesale requirements. The prior distinction between retail securities (denominations below €100,000) and wholesale securities no longer applies. Both retail and wholesale base prospectuses approved under the UKPR must be updated to comply with the PRM. Asset-backed securities and securities with a derivative element face additional disclosure requirements, now applied uniformly regardless of denomination. The FCA will assess a security's complexity, not its denomination. Listing Particulars, Supplementary Listing Particulars, and final terms/pricing supplements are no longer required under the UK Listing Rules, so issuers must look to their POATR and PRM obligations instead. New securities seeking admission to the Official List, other than those fully fungible with securities already admitted on the PSM and the Official List, must be admitted to trading on a regulated market (per PS25/9).

Prospectuses approved before January 19, 2026 that remain valid afterward continue to follow UKPR requirements for supplementary prospectuses under the saving provisions in regulation 48 of POATR. Submissions made between January 19, 2026 and January 18, 2027 require issuers to confirm whether they are seeking approval of a supplementary prospectus under the pre-January 19 regime. Such submissions must use the UKPR forms (Form A, SDS form, Annex 20 where pro forma information is included). Validity of UKPR-approved prospectuses is case-specific, and the FCA suggests issuers consider legal advice. For reviews submitted before January 19, 2026 and not yet approved, fees already paid carry over and no new fee applies. The FCA will continue to lapse cases with no substantive activity for three months.

Compliance and legal teams should:
- Inventory outstanding UKPR-approved prospectuses and base prospectuses, and document a validity assessment for each.
- Map programs needing PRM updates.
- Update internal templates and workflows to the correct form set (PRM versus UKPR), including sponsor declarations and the Russia and Belarus sanctions confirmations.
- Confirm that ESS access and processes are in place.
- Retire Listing Particulars processes.
- Review existing PSM issuers' plans for new issuance.

Risks include submission rejections or delays from using the wrong forms, disclosure deficiencies in non-updated base prospectuses, and liability exposure from misjudging prospectus validity. Notification obligations under MAR and the Transparency Directive (TR-1, TR-2, PDMR, delayed disclosure) continue to apply.

Source: Financial Conduct Authority