Public offers and prospectus requirements

The UK securities law regime

The UK regulates the offer of securities to the public through an array of investment protection mechanisms, and the imposition on securities issuers of certain minimum standards of disclosure. As a result, there is a general prohibition on all offers of securities to the public unless an exemption applies, and there are also certain circumstances in which a company may need to publish a prospectus in the UK when implementing an employee share plan there, unless an exemption is available.

The public offers of securities regime in the context of employee share plans

Prior to 19 January 2026, the question of whether a prospectus was required for an offer of securities to the public in the UK was governed by the UK Prospectus Regulation, Assimilated Regulation (EU) 2017/1129, which was assimilated into UK domestic law as part of the Brexit process.

The FCA’s Prospectus Regulation Rules implemented the Prospectus Regulation via the FCA Handbook (specifically, the Prospectus Regulation Rules).

With effect from 19 January 2026, however, this regime was replaced by the Public Offers and Admissions to Trading Regulations