UK

Prospectus Regime:  On 19 January 2026, the UK Prospectus Regulation (assimilated EU law) was repealed in full and replaced by a new regime created pursuant to the UK Financial Services and Markets Act 2023. The new UK prospectus regime comprises of two parts:

• UK SI: The framework for the UK’s prospectus regime is contained in a UK Statutory Instrument made on 29 January 2024: the Public Offers and Admissions to Trading Regulations 2024 (the "UK SI", often referred to by the acronym "POATRs").

• FCA Handbook rules:  The more detailed content under the new framework, to complete the new public offer and admission to trading regime, is provided by the UK FCA and contained in the FCA Handbook, after lengthy public engagement.  Relevant segments in the Handbook are the Admission to Trading on a Regulated Market (PRM) Sourcebook and chapter MAR 5-A Multilateral trading facilities operating as a primary MTF in the MAR Sourcebook

For more information, see our Clifford Chance briefings:  "The New UK Public Offers and Admission to Trading Regime - Impact on Debt Capital Markets" (April 2024), "The New UK Prospectus Regime – Filling in the blanks" (August 2024), "The New UK Prospectus Regime and UK Listing Rules – Filling in the Blanks, Part 2: The “Retail Piece” – CP25/2 (February 2025), "Debt securities under the new UK prospectus and POATR regime: The final picture" (July 2025), with associated blacklines of debt disclosure Annexes, and The new UK prospectus regime – an ECM view (July 2025).  

On-going transparency regime:  Transparency obligations for securities admitted to trading on a UK regulated market are contained in the Disclosure Guidance and Transparency Rules (DTRs) in the FCA Handbook.

EEA

Prospectus regime: The EU Prospectus Regulation (Regulation (EU) 2017/1129) and underlying legislation provides a standardised regime for securities prospectuses across the European Economic Area (EEA).   It requires an issuer or offeror of securities to prepare a compliant prospectus either where an offer is made to the public in the EEA or  where an application is made for securities to be admitted to trading on an EEA regulated market.

The EU Prospectus Regulation regime (sometimes referred to as "PD3") has been in place since 21 July 2019.  Most recently, it was amended by Regulation (EU) 2024/2809, as part of the EU Listing Act package. Changes had staggered application (4 December 2024, 5 March 2026, and 5 June 2026), with some limited grandfathering. 

For more information on the regime and recent changes, see links to Level 1 and Level 2 legislation and related consultations under the "POATRs and Prospectus Regulation Regime" tab, or consult the "Clifford Chance briefings" tab for Clifford Chance client briefings and illustrative blackline reference tools (such as, the 15 May 2026 EU Prospectus Regulation disclosure changes from 5 June briefing and related Annex blacklines). Alternatively, speak with your usual Clifford Chance contact for more information.

On-going transparency regime: In the EEA, the Transparency Directive places on-going disclosure obligations on issuers, once listed on an EEA regulated market.