On 19 January 2026, the UK’s new public offers and admissions to trading regime came into force. This represents the biggest piece of legislative reform in this area for many years.
The reforms follow Lord Hill’s Listing Review Report in 2021, and are largely focussed on enhancing UK public markets for both issuers and investors. Coincidentally, over roughly the same period, English Courts have seen a surge in claims under s.90/s.90A of FSMA 2000, particularly group claims, brought by investors in public companies in respect of information provided, and not provided, to the market.
This short article identifies what appear to be the most significant changes from the perspective of civil claims for investor redress. Of course, this is an exercise in crystal ball gazing, and only time will reveal the true impact.
Legislative Reforms
The formal changes to the structure of the legal landscape are:
- The UK Prospectus Regulation has been revoked and replaced by the Public Offers and Admissions to Trading Regulations 2024 (“POATR”), which create a new statutory framework for public offers and admissions.
- Civil liability for false and misleading statements or omissions in a prospectus now arises under Regulation 30 POATR. Regulation 23 contains the headline requirements for what must be included in a prospectus. The core requirement to include “necessary information” has not changed. Exemptions now sit in Schedule 2 POATR. Sections 87 and 90 of FSMA continue to apply to Listing Particulars; but no longer to a prospectus.
- Prospectus requirements for equity on UK regulated markets are now set out principally in the FCA’s new PRM sourcebook.
1. Fewer Prospectuses = fewer prospectus claims?
The most obvious way in which the new regime changes the landscape is simply that, for many secondary offerings, there will be no prospectus at all.
The move from a 20% to a 75% threshold for further issues of a class already admitted to trading (PRM 1.4.3R), combined with broader exemptions, means that a large proportion of repeat equity raisings that would previously have triggered a prospectus can now proceed without one. In practical terms, fewer prospectuses means fewer opportunities for investors to found claims on a single document subject to a statutory “necessary information” standard, and negligence‑based liability regime.
However, whether this change would reduce the incidence of securities litigation is less clear. Investors still have recourse under s.90A for fraudulent statements and omissions and dishonest delay in appropriate cases. A number of securities claims involving one or more prospectuses have also involved claims under s.90A in respect of periodic published information; take for example, investor claims against Barclays and Standard Chartered. Conversely, in the exceptions to that observation (e.g., the RBS Rights Issue Litigation or some of the claims against Glencore), the requirements for a prospectus would likely have been triggered under the new rules anyway.
If the question is whether the absence of a prospectus in a capital raising transaction is likely to avoid investor claims against an issuer altogether – at least in cases involving concealed corporate misconduct – the present state of the litigation market would tend to suggest that the answer is “no”. Of course, the absence of prospectus claims within particular securities claims may impact on the claims’ overall prospects of success, given the differing requirements of each regime.
2) Prospectus Liability in AIM (etc.) Admission Cases 
In regulatory terms, the Alternative Investment Market (AIM) is a ‘multilateral trading facility’ (MTF) and not a Regulated Market. The same is true of exchanges such as Aquis and Cboe Europe. Admission to trading on an MTF is governed by the rules of the MTF operator.
Taking AIM as an example, under the old regime, an AIM admission document was required by the AIM Rules but was not, in itself, a prospectus. There was no claim under s.90 for an AIM admission document – though it might itself be announced on an RNS giving the possibility of a section 90A claim. Otherwise, for subscribers at the time of admission, common law claims in negligence or deceit were needed.
These had several disadvantages over the statutory cause of action, including the need to establish a common law duty of care for negligence, or failing that, the need to be able to allege and prove fraud; the absence of liability for omissions as such; and the need to demonstrate common law reliance.
That now changes with the introduction of the “MTF admission prospectus” for primary MTFs, including AIM, in specified circumstances such as initial admissions and certain reverse takeovers. Where such a document is required, it is brought within essentially the same statutory regime as a regulated‑market prospectus, and the statutory cause of action is available under Regulation 30. The AIM Rules were updated on 16 January 2026 and confirm that an AIM admission document is an MTF admission prospectus.
This seems a change which is capable of having a real impact on the litigation landscape. Claims which were previously difficult for investors are now more straightforward to articulate. It even seems possible that claims may be brought where they previously would not have been.
3) PFLS – A Safe Harbour for Issuers? 
For prospectuses, the default position remains a negligence‑based statutory liability standard: liability for untrue or misleading statements and omissions, subject to the “reasonable belief” defence.
However, for a narrow class of new ‘Protected Forward-Looking Statements’ (PFLS) the regime now substitutes what is, in substance, a fraud‑style threshold: to defeat the PFLS safe harbour, an investor must show knowledge or recklessness that the statement was untrue or misleading, or dishonest concealment in the case of omissions from a PFLS (POATR Schedule 2, art. 11(2)). The relevant state of mind is to be held by a ‘person responsible’ for a prospectus, mirroring the old law.
This resembles, with some differences, the US Private Securities Litigation Reform Act 1995 (PSLRA), which introduced a statutory “safe harbour” for forward‑looking statements, under which issuers are generally protected if such statements are accompanied by meaningful cautionary language and are not made with actual knowledge of falsity. Arguments in US securities litigation over whether US market disclosures fall within the PSLRA safe harbour are not uncommon, though the PSLRA definition is less prescriptive than the requirements for PFLS.
The purpose of the PFLS regime is to encourage more fulsome disclosures of forward looking information. The assumption lying behind the reform is therefore that liability risk currently deters some forward looking disclosures from being made to investors.
The PFLS definition in PRM 8 is deliberately narrow. To obtain PFLS status, a statement must be financial or operational in nature, sufficiently specific, clearly identified as forward‑looking, indicate when the relevant event or state of affairs is expected to occur, and be accompanied by appropriate warnings. A key part of the definition requires that the truth or falsity of the statement could only be established at some later point in time (PRM 8.1.3 R (1)(b)).
What is an untrue projection anyway?
One issue is the conceptual fit between the statutory language (“untrue or misleading”) and genuinely forward‑looking expectations. How, rhetorically, could a person know something to be ‘untrue’ if by definition nobody could know it to be untrue until a later point in time?
The common law of deceit has solved these types of issues by looking to the present intention of the defendant, or implied statements as to their reasonable belief in making the statement. In other fields, Parliament has addressed this issue more directly. The Insurance Act 2015, for example, distinguishes between representations of fact, which must be substantially correct, and representations as to ‘expectation or belief’, which must be made in good faith (s.3(3)(c)). It remains to be seen how the fraud test for PFLS liability will be applied by the Courts given the nature of a PFLS.
Specificity as to timing
A PFLS must contain an estimate as to when the event or circumstances to which the statement relates is expected to occur (PRM 8.1.3R(1)(c)). This enables an investor to know when its accuracy can be tested.
A forecast tied to an identified quarter or clearly bounded period (“by the end of 2027”, “within 12 months of completion of X transaction”) is much easier to characterise as PFLS than language such as “over the coming years” or “in due course”. Statements like “within the next few months” sit in the middle. It seems likely that the availability of PFLS will lead to tighter prospectus drafting so that issuers are clear on the potential liability consequence.
Consequences for securities litigation
Prospectus claims which are based on genuinely forward looking statements were vanishingly rare under the existing regime, for the obvious reason that forward looking statements are inherently uncertain, and the bounds of reasonable belief are therefore capable of being very wide.
As a consequence, to succeed on a pure projections case, a claimant would need to show that no reasonable issuer could have held the stated expectation or belief on the information available, which would usually mean unearthing internal material suggesting something very like reckless disregard, if not fraud.
Moreover, a claim genuinely based on projections is far removed from a typical securities claim involving concealed misconduct, false accounting, false ESG claims and the like. Much of the language that tends to be central in real disputes, comprising mixed statements about the present position and future trajectory, qualitative commentary on controls, culture and governance, and many forms of ESG or climate‑related disclosure, will either fall outside PFLS altogether or be attacked as present fact falsity or concealment.
So, unless the coming years see significant change in the types of claims investors wish to bring, it does not seem likely that the PFLS regime will significantly move the needle in terms of claims brought. Conversely, if claims are brought which do engage PFLS, the regime largely formalises where the litigation line already sat for serious projection claims, while shifting the vocabulary.
4) More “ESG” Claims? 
The new regime gives climate and other sustainability‑related issues a clearer place in the prospectus. PRM 4.6 contains specific requirements for climate related disclosures.
Where climate‑related risks or opportunities are material to the issuer’s business, the FCA now expects them to be described in a more structured way, broadly following the TCFD / ISSB pillars of governance, strategy, risk management, and metrics and targets, and has updated its technical guidance on ESG disclosure in prospectuses accordingly (FCA Technical Note 801.3).
However, there is no change to the basic threshold for disclosure – the risks or opportunities must be material, and therefore comprise “necessary information” for investors to make a decision with. Only if that threshold is crossed do the form and detailed content of disclosures come into the picture.
These reforms are therefore more likely to impact on the way a case is framed, than whether it is brought at all. An issuer might wrongly downplay particular risks and be liable. Under the new regime, that might flow into further misleading statements about (e.g.) the governance arrangements for assessing that risk, and its plans for addressing them. Some of these statements might be PFLS, creating a new batch of issues, though those are less likely to bite in conventional ‘greenwashing’ type actions.
5) POPs – a possible future frontier 
The new public offer platform (POP) regime sits somewhat to one side of the areas that have generated most English securities litigation to date. POATR creates an exception from the prohibition on offers to the public where the offer is made on a ‘regulated platform’ (Schedule 1, art. 13).
POPs are designed to allow certain issuers, typically unlisted or privately held, to make public offers without publishing a statutory prospectus, provided the offer is conducted through a platform operator and meets specified conditions. The platform operator is subject to its own authorisation and conduct requirements, and POP offer documents are expected to meet a prospectus‑like “informed investment decision” standard, even though they are not prospectuses in the technical sense.
The potential claims arising from POP issuances are outside the scope of this article. In summary, there are likely to be statutory claims for retail investors under s.138D of FSMA, and potentially common law claims for others. Both POP operators and issuers could be in the crosshairs when things go wrong.
Conclusion
Overall, the reforms are best seen as a rebalancing exercise rather than a straightforward win or loss for investors on the one hand or issuers on the other. They narrow the footprint of statutory prospectus liability in some areas, extend it in others, and change the labels or details around a relatively small subset of forward‑looking and sustainability‑related disclosures, while leaving the core drivers of English securities litigation largely untouched.
© Shail Patel of 4 New Square Chambers
This article is not intended as a substitute for legal advice. Advice about a given set of facts should always be taken.
