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.  Some changes took effect on 4 December 2024; further changes will apply from 5 March and June 2026, but with grandfathering for prospectuses that have already been approved before the changes take effect.  Please contact your usual Clifford Chance contact to see our 14 November 2024 manipulated blackline reference tool which shows changes and application dates.

See our April 2024 briefing for more detail on the staggered application and nature of the changes.  Briefly, though:

• changes applying from 4 December were 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 had general application (such as, extending an investor withdrawal period to 3 working days); and
• 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).  A European Commission consultation is expected shortly.

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

Prospectus Regime:  On 19 January 2026, the UK Prospectus Regulation (assimilated EU law) was repealed in full and replaced by a new regime created pursuant to the UK Financial Services and Markets Act 2023.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