The UK PRIIPs Regulation, UK implementation and Brexit The purpose of this Practice Note is to provide an overview of the UK Packaged Retail and Insurance-based Investment Products (PRIIPs) Regulation (Assimilated Regulation (EU) 1286/2014) which is being replaced by UK retail investor disclosure regime for Consumer Composite Investments (CCIs). At the core of the PRIIPs Regulation is a requirement for product manufacturers to produce a standardised, pre-investment Key Information Document (KID) in respect of the PRIIP to help retail investors to compare different PRIIPs and make an informed decision on whether a PRIIP is right for them. The concept is not new, being largely derived from the undertakings for collective investment in transferable securities (UCITS) Key Investor Information Document (KIID). For more information on the EU PRIIPs Regulation, and related level 2 measures, including scope, key requirements and the form and content requirements for the KID, see Practice Note: EU Packaged Retail and Insurance-based Investment Products (PRIIPs) and the EU Retail Investment Strategy—essentials—The EU Retail Investment Strategy. The

Regulation (EU) 2019/1150 on promoting fairness and transparency for business users of online intermediation services and corporate website users of online search engines (also known as the EU Platform-to-business Regulation or EU P2B Regulation) entered into force on 31 July 2019 and was designed to bring the online platform economy within the EU Digital Single Market (EU DSM) strategy and recognise the role that online intermediation services (platforms) play in facilitating access to cross-border markets within the EU. The EU P2B Regulation had direct effect on the UK when it was an EU Member State and continued to apply to the UK until the end of the Brexit implementation period (being 11 pm on 31 December 2020), after which Retained Regulation (EU) 2019/1150 on promoting fairness and transparency for business users of online intermediation services and corporate website users of online search engines (also known as the UK Platform-to-business Regulation or UK P2B Regulation) formed part of the body of retained EU law (REUL) applicable in the UK under the European Union (Withdrawal) Act 2018

ARCHIVED: This Practice Note has been archived and is not maintained. STOP PRESS: The UK’s prospectus regime which was based on the EU Prospectus Regulation has been replaced by the Public Offers and Admission to Trading Regulations 2024 (the POATRs), with all detailed requirements relating to admission to trading covered in Financial Conduct Authority (FCA) admission rules. The FCA published its final rules on 15 July 2025. The final rules came into effect on 19 January 2026. In October 2025, the FCA published Primary Market Bulletin 58 which, among other things, provided 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. For further information on the key elements of the new framework established by POARTs which are relevant in the debt capital markets space, see Practice Note: The UK Prospectus Regulation—essentials [Archived]—Reform of the UK prospectus regime. This Practice Note explains the regime for approving prospectuses under the current UK Prospectus Regulation regime. These requirements have been revised under

ARCHIVED: This Practice Note has been archived and is not maintained. STOP PRESS: The UK’s prospectus regime which was based on the EU Prospectus Regulation has been replaced by the Public Offers and Admission to Trading Regulations 2024 (the POATRs), with all detailed requirements relating to admission to trading covered in Financial Conduct Authority (FCA) admission rules. The FCA published its final rules (PS25/9) on 15 July 2025. The new rules came into force on 19 January 2026. In October 2025, the FCA published Primary Market Bulletin 58 which, among other things, provided 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. For further information on the key elements of the new framework established by the POATRs which are relevant in the debt capital markets space, see: Reform of the UK prospectus regime. This Practice Note has a debt capital markets focus and gives an overview of the main provisions of the current UK regime (with a

ARCHIVED: This Practice Note has been archived and is not maintained. STOP PRESS: The UK’s prospectus regime which was based on the EU Prospectus Regulation has been replaced by the Public Offers and Admission to Trading Regulations 2024 (the POATRs), with all detailed requirements relating to admission to trading covered in Financial Conduct Authority (FCA) rules. The FCA published its final rules (PS25/9) on 15 July 2025. The new rules came into force on 19 January 2026. In October 2025, the FCA published Primary Market Bulletin 58 which, among other things, provided 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. For information on the key elements of the new framework established by the POATRs relevant to debt capital markets, see The UK Prospectus Regulation—essentials [Archived]—Reform of the UK prospectus regime. This Practice Note has debt capital markets focus and reflects the requirements governing when a prospectus is required under the current UK regime.

ARCHIVED: This Practice Note has been archived and is not maintained. STOP PRESS: The UK’s prospectus regime which was based on the EU Prospectus Regulation has been replaced by the Public Offers and Admission to Trading Regulations 2024 (the POATRs), with all detailed requirements relating to admission to trading covered in Financial Conduct Authority (FCA) admission rules. The FCA published its final rules (PS25/9) on 15 July 2025. The new rules came into force on 19 January 2026. In October 2025, the FCA published Primary Market Bulletin 58 which, among other things, provided 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. For further information on the key elements of the new framework established by the POATRs which are relevant in the debt capital markets space, see: The UK Prospectus Regulation—essentials [Archived]—Reform of the UK prospectus regime. UK Prospectus Regulation—Level 2 measures The tables below lists Commission Delegated Regulations relating to the

ARCHIVED: This Practice Note has been archived and is not maintained. STOP PRESS: The UK’s prospectus regime which was based on the EU Prospectus Regulation has been replaced by the Public Offers and Admission to Trading Regulations 2024 (the POATRs), with all detailed requirements relating to admission to trading covered in Financial Conduct Authority (FCA) admission rules. The FCA published its final rules on 15 July 2025. The new rules came into effect on 19 January 2026. In October 2025, the FCA published Primary Market Bulletin 58 which, among other things, provided 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. For further information on the key elements of the new framework established by the POATRs which are relevant in the debt capital markets space, see Practice Note: The UK Prospectus Regulation—essentials [Archived]—Reform of the UK prospectus regime. This Practice Note has a debt capital markets focus and is a summary of the required

ARCHIVED: This Practice Note has been archived and is not maintained. STOP PRESS: The Short Selling Regulations 2025 were made and published on 13 January 2025, along with an explanatory memorandum. The regulations replace the assimilated UK Short Selling Regulation and establish a new legislative framework for the regulation of short selling in the UK, creating designated activities for short selling and giving the Financial Conduct Authority rulemaking powers related to those activities, and powers to intervene in exceptional circumstances. Certain provisions came into force on 14 January 2025, with the remaining provisions coming into force on the day on which the revocation of the UK Short Selling Regulation comes into force under the Financial Services and Markets Act 2023. For a summary of the background to the new UK regime, see The UK Short Selling Regulation—Review of the UK Short Selling Regulation below. UK Short Selling Regulation—background and purpose Regulation (EU) 236/2012 (the EU Short Selling Regulation) sets out a harmonised framework with regard to the requirements and powers relating

STOP PRESS: In 2024, the Financial Reporting Council (FRC) began a review of the UK Stewardship Code. The first phase of the review was targeted outreach to determine whether the current UK Stewardship Code is being used by asset managers, asset owners and its other signatories in a manner that drives better stewardship outcomes from engagement with issuers across all asset classes. In response to their feedback, the FRC took steps to reduce the reporting burden on signatories to the UK Stewardship Code, which took effect on 31 October 2024. The second phase of the review was a public consultation, which was launched on 11 November 2024 and closed on 19 February 2025. A revised UK Stewardship Code was published on 3 June 2025, with implementation and the first reporting cycle scheduled for 2026. For more information, see LNB News 27/02/2024 16, LNB News 22/07/2024 31, LNB News 11/11/2024 28 and LNB News 03/06/2025 46. This Practice Note does not yet reflect the provisions of the 2026 version of the UK Stewardship Code. The origins of the

This Practice Note focuses on the characteristics of the UK as a tax-efficient holding company jurisdiction for wholly-owned corporate subsidiaries and covers: • residence and governance • withholding tax on payments to a UK holding company • tax on payments received by UK holding company, including: ◦ corporation tax ◦ the distributions exemption ◦ the substantial shareholding exemption ◦ interest deductibility, and ◦ controlled foreign company (CFC) and other anti-avoidance rules • withholding tax on payments by a UK holding company to shareholders, including on dividends or interest • the qualifying asset holding company regime • Pillar Two • tax and social security on director fees • other tax considerations • complexity/stability of UK tax code • engagement with UK tax authorities, and • tax considerations on leaving the UK For a summary of the tax issues relevant to the use of holding companies and the choice of holding company jurisdiction, as well as the general attributes of a tax efficient holding company, see Practice

This Practice Note provides information on the UK bank recovery and resolution regime, including the Special Resolution Regime (SRR) under the Banking Act 2009 (BA 2009) and the related rules and guidance set out in the Prudential Regulation Authority (PRA) Rulebook, and in policy statements and other documents issued by the PRA, the Bank of England (BoE) and HM Treasury (HMT). UK bank recovery and resolution regime—introduction What are bank recovery and resolution? Bank recovery is a way to restore a firm’s business to a stable and sustainable condition, in the event of severe stress. Bank resolution is a way to manage the failure of a firm, with the aim of minimising the impact on depositors, the stability of the financial system and public finances. What is the bank recovery and resolution regime? The bank recovery and resolution regime is a set of measures which are intended to operate both proactively and reactively: • proactively by requiring credible plans to be made for the recovery and resolution of in-scope firms, and by requiring in-scope

Law360, London: Former trader Tom Hayes will get a final shot in 2025 at overturning his conviction for rigging Libor during the financial crisis, a Russian politician will face trial in the first criminal prosecution for breaching sanctions—and Dentons will be back in court over alleged anti-money laundering failures by the law firm.