| Legal basis | Public Offers and Admissions to Trading Regulations 2024 (POATRs) |
| In force | 19 January 2026 |
| Regulated market | Prospectus under the FCA's PRM sourcebook |
| Primary MTF (AIM, Aquis) | MTF admission prospectus, not approved by the FCA |
| Further issues | Prospectus only from 75% of the securities already admitted |
| Updated | November 2026 |
What changed on 19 January 2026
The Public Offers and Admissions to Trading Regulations 2024, POATRs for short, were made in January 2024. On 19 January 2026 they came into force together with the FCA's new rules, replacing the UK Prospectus Regulation.
The core idea: public offers of securities and their admission to trading are now regulated separately. Admission to a regulated market such as the Main Market falls under the FCA's new PRM sourcebook. The primary MTFs, growth markets such as AIM and the Aquis Growth Market, get rules of their own. The package also creates a framework for public offer platforms. For the administrative side of your PLC, admission is what counts.
Which document for which market
How the new regime allocates documents, as far as first admission is concerned:
| Market | Document | Who reviews |
|---|---|---|
| Main Market (regulated market) | Prospectus under PRM | FCA |
| AIM (primary MTF) | MTF admission prospectus under the exchange's rules | no FCA approval; the Nominated Adviser confirms appropriateness |
| Aquis Growth Market (primary MTF) | MTF admission prospectus under Aquis rules | no FCA approval; a corporate adviser is compulsory for first admission |
| PISCES | no prospectus; disclosures under the PISCES rules | the platform operator |
FCA PS25/9; POATRs regulation 15; AIM Rules (August 2026); Aquis Access Rulebook v1.2; FCA PISCES
Regulated market: the prospectus under PRM
For an IPO on a regulated market, PRM keeps the bulk of the previous requirements. The FCA itself says prospectuses, rights and duties stay largely the same. If you know the old prospectus requirements, the content will hold few surprises. On an initial offer of shares being admitted to trading for the first time, the prospectus must be published at least three working days before the offer closes.
The big relief comes after the IPO. For further securities of the same class, a prospectus is only needed once the new tranche reaches 75% of the securities already admitted, up from 20% before. Every admission to trading must also be announced through a Regulatory Information Service within 60 days. For the company secretary of a listed PLC, that is one more deadline in the calendar.
Growth markets: the MTF admission prospectus
Until the new regime, a company joining a primary MTF generally needed no prospectus, only an admission document under the market's rules. The FCA rules for primary MTFs now require an MTF admission prospectus on first admission, and on admission of a company that has grown through certain acquisitions, such as after a reverse takeover. Simplified admission routes that did not need an admission document before remain outside this.
The decisive point: the FCA does not approve this document. The POATRs go further and expressly prohibit FCA rules from requiring the FCA to review or approve an MTF admission prospectus. Its content is set by the market operator's rules. On AIM the Nominated Adviser guides the process; on the Aquis Growth Market a corporate adviser is compulsory for every MTF admission prospectus.
Public offers: just as much as you need to know
The POATRs also govern when securities may be offered to the public, and they contain a series of exemptions. One covers offers whose total value in the United Kingdom cannot exceed £5 million. Others cover offers made only to qualified investors, or to fewer than 150 persons who are not qualified investors.
We name these exemptions only so that you can place the terms. How and to whom securities are offered is regulated financial advice and belongs with the authorised advisers, not with us. One limit applies in company law already, though: a private limited company may not offer its securities to the public. To go down that road you need a PLC; see converting a Ltd into a PLC.
What a prospectus needs from your company
Whichever document it turns out to be, the lawyers ask for the same foundations. These we put together:
- the full capital history with resolutions, allotments and Companies House filings
- the current articles and every amendment with its resolution
- the register of members and the details of persons with significant control
- the directors, their appointments and their Companies House identity verification
- board minutes on every material decision of recent years
- contracts with shareholders and related parties
Common questions about prospectuses
Does the EU Prospectus Regulation still apply?
Not in the UK. Since 19 January 2026 the POATRs have replaced the UK Prospectus Regulation. EU law still applies in the EU, which matters to a British PLC only if it offers or admits securities there.
Do you write the prospectus?
No. The prospectus is the responsibility of the company and its lawyers, reviewed by the relevant advisers. We supply the records from the company and coordinate the process.
Does a capital increase after the IPO always need a prospectus?
On a regulated market, only from 75% of the securities of the same class already admitted. In company law, the directors' authority to allot and pre-emption rights still have to be respected.
Sources: FCA: PS25/9, new rules for the public offers and admissions to trading regime; FCA: PS25/9 (PDF); legislation.gov.uk: POATRs 2024, regulation 15; legislation.gov.uk: POATRs 2024, Schedule 1; legislation.gov.uk: Companies Act 2006, section 755
