Law360, London: On 1 September 2025, the new corporate offence of 'failure to prevent fraud', part of the UK's Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023), comes into effect. This provision will hold large organisations accountable if they fail to prevent fraud by employees or agents acting on their behalf, encouraging companies to implement stronger antifraud measures.

A document, prepared by the lead manager to an issue containing all the pertinent information about a public offering of securities and about the borrower and guarantor, if any. It is made available to the appropriate legal authorities, stock exchanges and prospective investors. A preliminary prospectus is generally dispatched at the beginning of the subscription period and a final prospectus is dispatched immediately after both the final terms have been fixed and the subscription agreement has been signed by the borrower and the managers.

The Directive of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading (Directive 2003/71/EC) which was repealed by the EU Prospectus Regulation (Regulation (EU) 2017/1129).

Along with the Listing Rules and DTR, the Prospectus Regulation Rules are that part of the FCA Handbook collectively known as the Part 6 Rules (deriving as they do from FSMA 2000, Pt 6). The Prospectus Regulation Rules apply whenever there is either an offer of transferable securities to the public in the UK or a request for the admission to trading of transferable securities on a regulated market in the UK. The Prospectus Regulation Rules replaced the previous Prospectus Rules on 21 July 2019, following the full implementation of the Prospectus Regulation and the repeal of the Prospectus Directive.

Along with the Listing Rules and Disclosure Guidance & Transparency Rules, the Prospectus Regulation Rules are that part of the FCA Handbook collectively known as the Part VI Rules (deriving from FSMA 2000, Part VI). The Prospectus Regulation Rules apply whenever there is either an offer of transferable securities to the public in the UK or a request for the admission to trading of transferable securities on a regulated market in the UK.

ARCHIVED: This archived tracker contains a summary of historic changes to provisions in the former Prospectus Regulation Rules sourcebook. Tracker overview This Prospectus Regulation rules (PRR) tracker presents a summary of changes to provisions in the PRR Sourcebook (now revoked) as well as related legislative and regulatory developments, guidance and updates. The tracker also contains links to consultation papers, policy statements, practical guidance and notices issued by the Financial Conduct Authority (FCA). Reforms to the UK prospectus regime came into effect on 19 January 2026 as part of wider efforts to make it easier for companies to raise capital in the UK and reduce costs when admitting securities to the UK public markets. The UK Prospectus Regulation and the PRR sourcebook have been revoked. The requirements for public offers of securities in the UK and admissions of securities to trading in the UK are contained in the Public Offers and Admissions to Trading Regulations 2024, SI 2024/105, (POATRs) and the FCA’s Prospectus Rules: Admission to Trading on a Regulated Market sourcebook. For full details see Practice

ARCHIVED: This archived Practice Note is not maintained and is for background information only. For more information on the Prospectus Regulation, see Practice Note: The UK Prospectus Regulation—essentials [Archived]. Introduction to the Prospectus Regulation and Prospectus Directive comparison and analysis The Prospectus Regulation (EU) 2017/1129 (PR) was published in the Official Journal (OJ) of the European Union (EU) on 30 June 2017, with certain provisions entering into force on 20

ARCHIVED: This archived Practice Note is not maintained and is for background information only. For more information on the Prospectus Regulation, see Practice Note: The UK Prospectus Regulation—essentials [Archived]. Introduction to the Prospectus Regulation roadmap The Prospectus Regulation (EU) 2017/119 (PR) was published in the Official Journal of the European Union (EU) on 30 June 2017 and entered into force on 20 July 2017, with the majority of provisions applying as of 21 July 2019. The Prospectus Regulation significantly amends the obligations to issue a prospectus set out in the Prospectus Directive 2003/71/EC (the PD). As the PR is a regulation, it has direct effect in Member States. This Practice Note provides an article-by-article roadmap of the PR, with the following information for each article: • article heading and number, and • corresponding provisions of the PD For more information on the PR, see Practice Notes: The UK Prospectus Regulation—essentials [Archived], The UK Prospectus Regulation—is a prospectus required? [Archived], The UK Prospectus Regulation—prospectus format and contents [Archived], The UK Prospectus Regulation—approval of prospectuses [Archived],

Commission Delegated Regulation (EU) 2026/1061, amending Delegated Regulation (EU) 2019/980 on the format, content, scrutiny and approval of prospectuses under the Prospectus Regulation (Regulation (EU) 2017/1129), has been published in the Official Journal of the EU. The amendments reflect changes to the Prospectus Regulation introduced by Regulation (EU) 2024/2809 (the EU Listing Act).

Commission Delegated Regulation (EU) 2026/395 of 23 February 2026 amending the regulatory technical standards (RTS) laid down in Delegated Regulation (EU) 2019/979 as regards updating the list of data necessary for the classification of prospectuses and the list of information that can be incorporated by reference into prospectuses has been published in the Official Journal of the EU. It enters into force on 22 June 2026, although Article 1 points (1), (2) and (4) apply from 10 July 2026.

ARCHIVED: This Checklist has been archived and is not maintained. STOP PRESS: The UK’s prospectus regime is currently based on the EU Prospectus Regulation, which was retained in UK law after Brexit as the UK Prospectus Regulation. The UK has been reviewing its prospectus regime as part of wider efforts to reform the capital markets in the UK and enhance the attractiveness of the UK as a listing venue. As part of this, the UK Prospectus Regulation will be replaced by the Public Offers and Admission to Trading Regulations 2024 (the POATRs), with all detailed requirements relating to admission to trading to be covered in Financial Conduct Authority (FCA) admission rules. The FCA published its final rules (PS25/9) on 15 July 2025. The new rules come into force on 19 January 2026. On 17 October 2025, the FCA published Primary Market Bulletin 58 which, among other things, provides guidance on the timing and approval of prospectuses (and supplementary prospectuses), and the removal of Listing Particulars as an admission document, under the new framework.

ARCHIVED: This Practice Note has been archived and is not maintained. STOP PRESS: EU—Regulation (EU) 2024/2809, an element of the EU Listing Act package, was published in the Official Journal of the EU on 14 November 2024 and entered into force on 4 December 2024. The Regulation introduced changes to the EU Prospectus Regulation. Some changes applied immediately upon entry into force while others changes had a 15 or 18-month lead-in time ie applying from 5 March 2026 and 5 June 2026, respectively. Transitional provisions allowed, until the end of their validity, prospectuses approved up to 18 months after 4 December 2024 to be governed by the EU Prospectus Regulation as it was at the time of the prospectus was approved. For more information, see Practice Note: The EU Prospectus Regulation—essentials. UK—A new regulatory regime governing the public offers and admissions to trading of securities in the UK came into effect on 19 January 2026, replacing the previous EU law-derived regime governed by the UK Prospectus Regulation. For more information, see