UK FCA Primary Market Bulletin 61 – POATRs regime

The UK Financial Conduct Authority has (FCA) published Primary Market Bulletin 61 (PMB 61), outlining proposed changes to the FCA Knowledge Base in preparation for the incoming Public Offers and Admissions to Trading Regulations (POATRs) regime, taking effect on 19 January. The Knowledge Base contains the FCA's technical guidance (comprising technical and procedural notes) on primary markets regulatory topics relating to listing, prospectuses, disclosure and transparency.

The new POATRs regime reforms the current UK Prospectus regime (which was inherited from the EU) in three fundamental ways: it creates a prohibition-and-exceptions model for public offers; greater rule-making flexibility for the FCA on admission to trading; and targeted recalibration of liability and disclosure to facilitate efficient issuance. Due to the extensive changes being brought in by the regime, the FCA is required to update its technical guidance and make other changes to its Knowledge Base. The FCA consulted on these changes in October, in PMB 58.

The key changes set out in PMB 61 are:

• Four new technical notes – three of which have been amended as a result of the consultation.
• Updates to existing technical and procedural notes impacted by the POATRs changes.
• Proposed changes to the technical note on sponsor record-keeping requirements in relation to consequential rule reference changes and another minor rule update.

The updates reflect the final rules as confirmed in the FCA's July 2025 policy statement on the POATRs regime (PS25/9), and the proposed rules which were included in the FCA's December 2025 quarterly consultation paper No 50 (CP25/35).

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