Clifford Chance

Debt securities under the new UK prospectus and POATR regime: The final picture

25 July 2025

The FCA’s July 2025 Policy Statement (PS25/9) provides the final piece for the new UK public offers and admission to trading regime (UK POATR regime).

With a scheduled start date of 19 January 2026 (and some prospectus grandfathering), there is some time to prepare.  But, after more than two years of debate and consultation, what were the FCA’s conclusions?  What are the headline issues you need to pay attention to now?  And how do you navigate through?

Our new briefing “Debt securities under the new UK prospectus and POATR regime: The final picture” highlights key areas.  It builds on our earlier briefings in April 2024, August 2024 and February 2025.  The briefing also provides, as Appendices:

• blacklines of the four current UK Prospectus Regulation debt Annexes against the new debt Annexes in the FCA rules; and
• an update of our February 2025 flowchart illustrating the new UK landscape. 

Read the full briefing.

Direct links to the Annex blacklines are also included here, for ease of access:

• compare of (i) the current ‘retail’ Annex 6 Registration Document requirements (for non-equity securities with a denomination of less than EUR 100,000) in “onshored” Delegated (EU) Regulation 2019/980 and (ii) the new, uniform Annex 6 Registration Document requirements for non-equity securities as contained in the PRM Rule;

• compare of (i) the current ‘wholesale’ Annex 7 Registration Document requirements (for non-equity securities with a denomination of EUR 100,000 or above) in “onshored” Delegated (EU) Regulation 2019/980 and (ii) the new, uniform Annex 6 Registration Document requirements for non-equity securities as contained in the PRM Rules;

• compare of (i) the current ‘retail’ Annex 14 Securities Note requirements (for non-equity securities with a denomination of less than EUR 100,000) in “onshored” Delegated (EU) Regulation 2019/980 and (ii) the new, uniform Annex 11 Securities Note requirements for non-equity securities as contained in the PRM Rules; and

• compare of (i) the current ‘wholesale’ Annex 15 Securities Note requirements (for non-equity securities with a denomination of EUR 100,000 or above) in “onshored” Delegated (EU) Regulation 2019/980 and (ii) the new, uniform Annex 11 Securities Note requirements for non-equity securities as contained in the PRM Rules.

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Related Papers

• The New UK Prospectus Regime – Filling in the Blanks
  29 August 2024
• The New UK Prospectus Regime and UK Listing Rules – Filling in the Blanks, Part 2: The “Retail Piece” – CP25/2
  17 February 2025