Corporate law update: 11 - 17 October 2025 - Macfarlanes

The UK’s new public offers of securities regime will come into force on 19 January 2026

A seller of a company breached his non-compete covenants when he provided finance and advice to competing businesses

A new taskforce is established to begin implementing the digitisation of publicly traded shares

New UK public offers of securities regime to come into force on 19 January 2026

Regulations have been published which will bring the UK’s new regime for public offers of securities (including the publication of securities prospectuses and admissions of securities to trading venues).

The current regime for offering securities to the public, or admitting securities to trading, in the UK is set out in the UK Prospectus Regulation. That Regulation is itself inherited from the EU Prospectus Regulation and stands in modified form following the UK’s withdrawal from the European Union.

The new “Commencement No. 11 Regulations” will revoke the UK Prospectus Regulation with effect from 19 January 2026.

In doing so, they will automatically bring the new regime – set out in the Public Offers and Admission to Trading Regulations 2024 (POATR) – into force on the same day. (The bulk of the POATR comes into force upon revocation of the UK Prospectus Regulation.)

Broadly, under the new regime, an offer of securities to the public will be prohibited unless it falls within one of several exceptions set out in the POATR. Familiar exceptions include small total value offers, offers to fewer than 150 persons and/or to qualified investors, large denomination offers, scrip dividends, and offers made in connection with a takeover.

Other exceptions include where the securities will be admitted to trading on a regulatory market or a primary multilateral trading facility (MTF). In those circumstances, a form of prospectus will be required, with content requirements being set by the Financial Conduct Authority (FCA) (for regulated markets) or the platform operator (for primary MTFs).

The POATR also include an interesting new exception allowing offers to be made through what is described in technical terms as a “regulated platform”, but which is being referred to more colloquially as a “public offer platform” (POP). POPs will be closely regulated by the FCA.

Read our previous article for more information on the UK’s new public offers of securities regime

Read our previous article for more information on how the FCA intends to regulate securities prospectuses and public offer platforms

Access the Financial Services and Markets Act 2023 (Commencement No. 11 and Saving Provisions) Regulations 2025

Access the Public Offers and Admission to Trading Regulations 2024

Court interprets whether seller breached non-compete covenants by being “concerned in” competing businesses

The High Court has found that a seller of shares in a company breached non-compete covenants when he made loans and gave assistance to friends who were running rival businesses. The individual’s actions amounted to being “concerned” in those rival businesses in breach of the covenants.

The seller in question had advanced monies to former colleagues and friends who had established a competing business in Spain, as well as providing support and assistance in sourcing products (including by providing names of potential suppliers).

He had also assisted a friend who had established a competing business in the UK by providing details of suppliers and giving advice generally on running the competing business.

The court found that these actions were enough to make the individual “concerned in” the competing businesses.

The High Court’s judgment will be of interest to anyone looking to buy or sell a business or to raise private capital. It is also a salutary warning for individuals who are currently subject to non-compete restrictions, whether following a sale or an equity investment.

Read our separate article for more information on the High Court’s decision that a seller was “concerned in” competing businesses in breach of his non-compete covenants

Access the High Court’s decision that providing funds and advice to competitors fell within the scope of non-compete covenants

New taskforce created to push forward with digitising company shares

Terms of reference have been published for the creation of a new Dematerialisation Market Action Taskforce (DEMAT), whose purpose is to take forward the first steps in digitising shareholdings in publicly traded companies.

The creation of DEMAT follows the publication of the Digitisation Taskforce’s final report on the subject in July 2025, which recommended establishing a technical group to advise on implementing the transition to fully digital shares.

DEMAT has been asked to report back to Government by Summer 2026, recommending a “go-live” date for Step 1 of the project – namely, replacing existing paper-based with digitised share registers – which should itself take place before the end of 2027. DEMAT is also to provide an “implementation plan” setting out actions industry participants need to take to deliver this.

DEMAT will also work with market participants to:

identify and implement actions for Step 2 of the project – namely, to introduce improvements to the current intermediated securities chain model; and

of the project – namely, to introduce improvements to the current intermediated securities chain model; and recommend a detailed plan for Step 3 of the project, in which all shares would transition into the intermediated securities system.

Read the new Dematerialisation Market Action Taskforce’s terms of reference