A New Era for UK Capital Markets: Key Impacts for Debt Issuers

The new Public Offers and Admissions to Trading regime (POATR) is now officially in force. 19 January 2026 marks the culmination of a long journey to reform the UK capital markets, which began with the UK Listing Review in 2020 and continued with the Secondary Capital Raising Review in 2022.

After the Public Offers and Admissions to Trading Regulations 2024 set the legislative framework, the FCA rolled out a series of engagement papers in 2023, two major consultations in July 2024 and January 2025 and - finally - its policy statement and final rules in July 2025. And on 19 January 2026, the existing Prospectus Regulation Rules, which were derived from pre-Brexit EU law, were replaced with a new sourcebook called the "Prospectus Rules: Admission to Trading on a Regulated Market" (PRM) sourcebook. 

The result: a comprehensively new regime for UK capital markets.

So what are the key points that housing association issuers of debt securities need to know?

What remains the same?

• Base prospectus requirement: Although the legislative framework has changed, a prospectus is still required for admissions of transferable securities to trading on regulated markets unless an exemption applies. The format and content of prospectus documents will largely remain the same, and the 12-month validity period has been retained. Likewise, the Issuer’s responsibility and liability for the prospectus remains as under the previous regime.
• “Necessary information” test: A prospectus must still contain the necessary information which is material to an investor for making an informed assessment of the underlying assets. However, in respect of debt securities, this test has been modified to focus on the issuer or guarantor’s creditworthiness, rather than its prospects.
• Asset-backed securities: Additional disclosure requirements continue to apply for asset backed securities and securities with a derivative element.

What has changed?

• Underlying legislative framework: Under POATR, debt securities that are admitted to trading on a regulated market or primary MTF now have their own separate exemption from the prohibition on public offers. They no longer need to be in a minimum amount. The previous exemption for debt issuances by non-profit organisations has been removed.
• Simplified disclosure standard for debt securities: A single disclosure standard applies to issuances of retail and wholesale non-equity securities. The regime has been simplified and some of the more costly and prescriptive elements previously applicable to issuance of low denomination bonds have been removed. Non-equity securities also benefit from relaxation of the requirement to use prescribed accounting standards.
• Prospectus Summary: Prospectus summaries are no longer mandatory in a prospectus for admission of non-equity securities to trading on a regulated market.
• Incorporation by reference: Issuers may include language in their base prospectuses to automatically incorporate certain future financial information published through a regulatory information service (RIS). The FCA has published technical guidance around using “evergreen” language in a prospectus.
• Supplementary Prospectus: There is greater flexibility to use a supplementary prospectus to introduce new features to the terms and conditions of issued securities (for example, sustainability-linked terms). However, new asset-backed securities or securities with a derivative element still require a full prospectus.
• Further issuances: A prospectus is no longer required for further issuances of securities that are fungible with admitted securities, where the issuance represents less than 75% of issued securities over 12 months. This is a radical increase from the current 20% threshold. Nonetheless, a prospectus may be submitted for FCA approval on a voluntary basis and many Issuers may still choose to do so.
• Sustainability disclosure: The new climate disclosure rule that applies to equity issuances does not extend to listed debt. Nonetheless, issuers of non-equity securities must now state whether the securities are marketed as "green," "social," "sustainable," or "sustainability-linked" and whether they have been issued under a bond framework or equivalent. Issuers must consider whether further information should be incorporated under the “necessary information” test, and the PRM sets out what this might include. By framing this as guidance, the FCA is allowing Issuers flexibility in determining what constitutes material information for investors.
• Plain Vanilla Listed Bonds: The PRM introduces a new category for non-complex corporate bonds, which have been named “Plain Vanilla Listed Bonds”. These types of bonds benefit from lighter ongoing review and reporting requirements.
• Protected Forward Looking Statements (PFLS): To encourage more meaningful disclosure, a new category of disclosure for PFLS was introduced by the Public Offers and Admissions to Trading Regulations 2024, which carries a different statutory liability threshold. The PRM set out the detailed criteria for eligibility as a PFLS, and the FCA has issued new technical guidance to help issuers who intend to use PFLS. Disclosures on ESG strategy, transition plans, metrics and targets may qualify, subject to the overall PFLS criteria.
• Changes to admission requirements: New admissions to the Official List must be admitted to trading on a regulated market within 60 days of issuance. Securities of the same class will be treated as automatically listed when issued, and do not need to go through a new application process. Listing Particulars are no longer an admission requirement. Issuers must include certain enhanced pricing information in market notifications for further issuances.
• Notification to the market: A new rule requires issuers to notify the market via a RIS on the day securities are admitted to trading – whether for initial admission or further issuances.

What about multilateral trading facilities (MTFs)?

Under POATR, the FCA now has oversight of admission requirements for primary MTFs, with a new rulebook for “Primary Multilateral Trading Facilities” in the Market Conduct sourcebook (MAR). A prospectus is mandatory for admission to a primary MTF, and statutory liability therefor has been aligned with the rules applicable to main market prospectuses. However, MTFs retain autonomy to establish admission criteria, dictate prospectus content and set process requirements. The new rulebook does not apply to “Qualified Investor” only MTFs such as the International Securities Market.

Please contact us for tailored advice on how these changes may benefit your organisation.