EEA

• Prospectus regime: There is a standardised regime governing securities prospectuses across the European Economic Area (EEA). An issuer or offeror of securities must prepare a prospectus where an offer is made to the public in the EEA or an application is made for securities to be admitted to trading on an EEA regulated market. From 21 July 2019, the Prospective Directive regime under (2003/71/EC) was replaced in full by Regulation (EU) 2017/1129 and underlying legislation. The prospectus regime under the 2017 Prospectus Regulation is commonly referred to as "PD3". A new Regulation (Regulation (EU) 2024/2809) published as part of the EU Listing Act package, which came into force on 4 December 2024, makes changes to Regulation 2017/1129, with staggered application – see below.   

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

UK

• Following Brexit, both EEA regimes were “onshored”, with very few changes, via the European Union (Withdrawal) Act 2018. That largely remains the case for now, although, for the avoidance of doubt, the UK regime was not impacted by recent EU Listing Act changes made to the EU regime from 4 December 2024.  However, the UK prospectus regime will soon be replaced entirely by a replacement, UK-specific regime – see “On the horizon (and recent changes)” below. 

On the horizon (and recent changes)

EEA prospectus regime changes: Regulation (EU) 2024/2809 (part of the EU Listing Act package) was published in the official Journal on 14 November 2024 came into force on 4 December 2024.  It makes changes to EU Prospectus Regulation (Regulation (EU) 2017/1129 in stages (4 December 2024; 5 March 2026 and 5 June 2026) - and with some grandfathering for prospectuses that have already been approved before the changes take effect.  See our April 2024 briefing for more detail on the staggered application.

Briefly, though, the changes taking effect in 2026 are largely those for which secondary measures are required, ESMA launched consultations on some of those Level 2 measures and proposed ESMA guidelines on 28 October 2024 (consultation deadline: 31 December 2025) and on 18 February 2025 (consultation deadline:  19 May 2025).

Changes applying from 4 December are largely optional (such as, the ability to include future financial statements, and greater flexibility with regard to fungible issuance, greater flexibility on language for retail issues), although other changes have general application (such as, extending an investor withdrawal period to 3 working days).  Please contact your usual Clifford Chance contact to see our 14 November 2024 manipulated blackline reference tool which shows changes and application.   

UK prospectus regime changes: The UK Prospectus Regulation currently remains almost identical to the EEA Prospectus Regulation. That will change next year, however, with changes to the UK prospectus regime as part of the UK Government's 'Edinburgh Reforms' package to UK financial services legislation announced on 9 December 2022. Proposals in the Edinburgh Reform Package build on earlier HMT and FCA consultations:

Changes to the UK prospectus regime are being created pursuant to the UK Financial Services and Markets Act 2023 and powers, whereby many powers are delegated by the government to the UK FCA (see our UK Financial Services and Markets Act Topic Guide).  

Accordingly, the new UK prospectus regime is being created in two separate 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"). See our Clifford Chance briefing "The New UK Public Offers and Admission to Trading Regime - Impact on Debt Capital Markets" dated 24 April 2024. (The final UK SI followed the July 2023 Policy Note and near-final UK SI, and the earlier December 2022 Policy Note and draft, illustrative UK SI published by HM Treasury alongside the Edinburgh Reforms announcement.) However, even though the UK SI has been made, the UK SI will only enter fully into force on the same day that revocation of the "assimilated law" UK Prospectus Regulation by s.1(1) and Schedule 1 of FSMA 2023 takes place - and that is now scheduled to be 19 January 2026.

FCA rules - FCA Policy Statement PS 25/9: The more detailed content under the new framework, to complete the new public offer and admission to trading regime, will be provided by the UK FCA. The final replacement FCA Handbook Rules are contained in the 15 July 2025 Policy Statement PS25/9 and were subsequently published on 1 August 2025 in FCA handbook Notice 132. The July 2025 Policy Statement PS25/9 was the result of lengthy market disrutpion an engagement by the FCA over the last three years, including two formal FCA consultations in 2024 and 2025: CP24/12 and CP25/2. See our 29 August 2024 high-level Clifford Chance briefing "The New UK Prospectus Regime – Filling in the blanks" which highlights the implications for debt of the CP24/12 proposals and our 17 February 2025 briefing "The New UK Prospectus Regime and UK Listing Rules – Filling in the Blanks, Part 2: The “Retail Piece” – CP25/2".

Having assessed feedback on both consultations (CP24/12 and CP25/2), the FCA published final prospectus FCA Handbook rules in its Policy Statement PS25/9 on 15 July 2025. The rules are expected to apply from 19 January 2026 (with grandfathering for approved prospectuses). For further information and analysis on PS25/9, see our two July 2025 briefings on implications for debt and equity: Debt securities under the new UK prospectus and POATR regime: The final picture with associated blacklines of debt disclosure Annexes and The new UK prospectus regime – an ECM view.  

Public offer platforms: For completeness on 15 July 2025, the FCA also published Policy Statement PS25/10: Final rules for public offer platforms following its earlier consultations on the new regime for public offer platforms (CP24/13 and CP25/3).