UK Prospectus Regime Reform and Post-Brexit Divergence

The UK’s new prospectus framework offers greater flexibility for capital raising, but companies operating across both the UK and EU must navigate two distinct regulatory regimes. Prospectuses that meet UK requirements may not automatically comply with EU rules, increasing the need for careful legal review and dual compliance. Businesses should plan their fundraising strategies, disclosure practices, and investor communications to align with both jurisdictions, ensuring transparency, regulatory compliance, and investor confidence.

Implications for clients:

• Need to prepare separate prospectuses or disclosure documents for UK and EU investors.

• Increased legal, compliance, and advisory costs to ensure dual compliance.

• Careful planning of capital-raising timing and strategy to align with both regimes.

• Enhanced due diligence required to manage regulatory risk and investor expectations.

• Consideration of whether to prioritise the UK or EU market based on cost, regulatory burden, and investor base.