On 19 January 2026, the Public Offers and Admissions to Trading Regulations 2024 (SI 2024/105) came into force. These provide a post-Brexit rewrite of the law on liability under offering prospectuses, previously derived from the EU Prospectus Regulation and contained in s90 FSMA 2000. This reform followed the Treasury’s 2020 UK Listings Review and 2021 Prospectus Regime Review.
Transitional: the new regime applies to offers from 19 January 2026
Before we set out the changes wrought by the reforms, it is important to note that you shouldn’t forget about s90 FSMA just yet. Although the transitional provisions could be a lot clearer, reg 48(2) (which provides that POATR do not affect offers of securities prior to 19 January 2026) must mean that for all public offers made prior to 19 January, the old regime under s90 applies. For all offers made on or after 19 January, the new regime applies.
Where the rules are to be found
On the whole, the new liability regime reproduces the s90 and Schedule 10 FSMA regime, but it is now contained in Regulation 30 of POATR, supported by Regulation 31 and Schedule 2.
The underlying prospectus rules, which used to be in the Admissions to Trading on a Regulated Market sourcebook within the FCA handbook, are now contained in the Prospectus Regulation Rules sourcebook (PRM).
Scope
One of the goals of the reforms is to increase competitiveness of the London market, which includes significant adjustments to the scope of the regime and streamlining of that regime. For example:
- Listing particulars (previously applicable for offerings in some markets) are out. It is prospectuses only henceforth.
- More secondary fundraisings will be able to proceed without a prospectus being published. For further admissions of securities already admitted to trading, the threshold for requiring a prospectus has increased from 20% to 75% of the existing admitted share capital over a 12 month period.
- Statutory liability has been expanded to cover any “MTF admission prospectus” (see Reg 30(7); Reg 21(3). This now covers Alternative Investment Market (AIM) admission documents in respect of which there was previously no claim under s90.
Protected forward-looking statements
The new regime provides in POATR Sch.2, Pt 3 paras 10–11 that, unlike all other statements in the prospectus which have no fault requirement (subject to the reasonable belief defence), liability for forward-looking statements requires knowledge or recklessness (the fault requirement applicable to published information such as annual reports, under s90A FSMA). The definition of forward-looking statements, which includes among other things projections, forecasts and intentions, is set out in PRM 8.1.3R(1)(a)–(d). (The legislators deliberately did not introduce a reliance requirement for forward-looking statements, however.)
This reduces liability in theory, but in practice forward-looking statements have not featured substantially in securities litigation so far. Indeed, the creation of this safe harbour followed concerns that the application of a strict standard to forward-looking statements deterred companies from including useful information for investors in prospectuses at all (see ch 5 of the July 2021 consultation). There was also recognition that it is inherently uncertain whether a projection or prediction will prove to be accurate or not. In response to the Government’s consultation inviting views, the Government’s Summary of Responses reports that respondents invited to comment on the tightening of liability for protected forward-looking statements “generally believed that this change would strike the right balance between ensuring that investors have the best possible information, and investor protection.”
Environmental statements
The FCA’s rules on the minimum information which must be included in a prospectus have been updated to include climate and sustainability-related disclosures, per PRM 4.6.2R and 4.6.3R; Reg 23. This reflects a recognition that climate-related risks and sustainability-related risks and opportunities are material to investors (or possibly to encourage them to be). The FCA has also advised that wider sustainability information beyond the climate related disclosures required by PRM 4.6.2 and 4.6.3 may constitute “necessary information” under Reg 23: see the applicable Primary Market Technical Note. This change is likely to open up the possibility of securities litigation being used for ESG claims.
Some wrinkles
A few points to note:
- Schedule 10A para 4 has not been updated to refer to Regulation 30 claims, meaning that while that paragraph may prevent a concurrent s90 and s90A claim (i.e. claiming under s90A on a prospectus), it does not seem to prevent a concurrent Regulation 30 and s90A claim on a prospectus. This may well not be deliberate.
- The time for the reasonable belief defence to be assessed under the old regime was the date of submission of the prospectus to the FCA for approval (Sch 10 para 1(2)) whereas under the new regime it is the later time of publication (POATR Sch 2 para 2(2)(a)). This could cut both ways (a process has longer to achieve a reasonable belief, but there is also more time for information to render a belief unreasonable), but in practice is unlikely to make much difference.
Comparison between Section 90 and Regulation 30
In most respects, the requirements for liability under Reg 30 are materially the same as s90. This table identifies where the relevant provisions of s90/Schedule 10 are now to be found in the POATR:
| Section 90 | POATR | |
|---|---|---|
| Prospective claimant | Section 90(1) | Regulation 30(1) |
| Acquisition includes a contract to acquire | Section 90(7) | Regulation 31(2) |
| Prospective defendant | Section 90(1), PRR | Regulation 30(1), Regulation 22, PRM 3 |
| Requirement for loss | Section 90(1)(b) | Regulation 30(1)(b) |
| Matters required to be included | Section 87A, Art.6(1) of the UK Prospectus Regulation. | Regulation 23 |
| Liability for omissions | Section 90(3) | Regulation 30(b)(ii) |
| Liability for a supplementary prospectus | Section 90(10) | Regulation 30(5)(a), 30(6) |
| Fault requirement | Strict liability subject to reasonable belief defence in Schedule 10, paragraph 1 | Strict liability subject to reasonable belief defence in Schedule 2, Part 2, paragraph 2. Separate regime applies to protected forward-looking statements (Schedule 2, Part 3, paragraphs 10-11) |
| Reliance | No express requirement | No express requirement |
| Exemptions | Section 90(5), Schedule 10 | Regulation 30(9), Schedule 2, Part 2, paragraphs 2-9 |
| Concurrent remedies | Section 90(6) | Regulation 31(1) |
New textbook
These reforms coincide with the launch by 3VB of a new textbook, published by Sweet & Maxwell, called Securities Litigation, which we (as co-editor and contributors) hereby shamelessly advertise. The list of contributors and table of contents can be found here. All of the above is covered in the book, along with all the substantive and procedural law and legal matters that arise in securities claims. It is out in hard copy now, and available to purchase here.