POAT goes live

As anticipated in our article in July last year, on 19 January 2026 the new public offers and admissions to trading (POAT) regime came into force.

This is a key part of the Government’s plans to revitalise the U.K.’s capital markets, with the aim of making them more efficient and attractive to investors. 

Under the POAT regime public offers and admissions to trading are now governed by two separate sets of rules: the Public Offers and Admissions to Trading Regulations 2024 (POAT Regulations) and the Financial Conduct Authority’s (FCA) new Prospectus Rules: Admission to Trading on a Regulated Market sourcebook (PRM Rules) respectively.

Under the POAT Regulations, a prospectus no longer needs to be prepared in relation to an offer to the public and instead there is a general prohibition on making an offer to the public with an associated set of exemptions. Where there isn’t a relevant exemption but a company nonetheless wants to make an offer to the public of more than £5million of shares outside of a public market, then it must make an offer via a regulated public offer platform.

The PRM Rules then prescribe when a prospectus is needed and, if so, the details required to be set out in it. Of particular interest in the PRM Rules is the increase in the threshold for the requirement to publish a prospectus for the further issuance of shares (secondary fundraisings) from 20% of the securities already admitted to trading to 75% of such securities. It is anticipated that this change will allow a number of companies to raise funds more quickly and cheaply, in satisfaction of the Government’s overall aims for making these changes.

Please note that the FCA have also carried over from the previous regime the exemption from producing a prospectus in the event of equity securities being offered in connection with a takeover (PRM 1.4.9). This exemption is available whether the takeover is structured as a scheme of arrangement or as a contractual offer. A new Technical Note provides guidance on the minimum information to be included on a takeover exempt document and that document must be approved by the FCA in certain circumstances.

Impact on AIM Companies

In connection with the above, AIM Notice 61 was published on 16 January 2026 confirming the amendments to the AIM Rules for Companies as a result of the new POAT regime. 

Some of the key changes for AIM companies following the implementation of POAT are:

• retail investors will be able to participate in an AIM IPO without the need for the publication of an FCA-approved prospectus provided that an AIM Admission Document has been published;
• the requirements on publishing a prospectus on a secondary fundraising have been relaxed; and
• forward-looking statements made within AIM Admission Documents are now subject to the same liability regime which applies to prospectuses.

If you would like to discuss any of the points raised in this article please reach out to your usual Burges Salmon contact or  AJ Venter, Guy Francis, Charlotte Hamilton or Nick Graves, Head of the Corporate Team.