This is a financial promotion by Retail Book Limited (FRN 994238). Values can fall as well as rise. This information is not investment advice and is intended for UK retail investors.
From 19 January 2026, the UK’s capital markets will undergo one of the most significant transformations in decades. The Public Offers and Admissions to Trading Regulations (POATRs) remove long-standing barriers and makes it easier for individuals to access a wider range of investment opportunities on equal terms as institutions.
Whilst these changes will provide a range of different options for individuals to invest in, it’s important to note that all investments involve risk; values can fall as well as rise. Investors can learn about the benefits and risks of different types of investments here.
What’s Changing? Key Reforms Explained
1. More Opportunity and Greater Allocation in Equity Offers
- Before: Public companies could only offer up to €8 million in shares to retail investors during a fundraise without additional documentation that was time consuming and costly to produce. Consequently, allocation to retail investors was limited and demand often suffered significant scale back.
- Now: Companies can offer up to 75% of their existing shares in secondary offerings, without needing a prospectus, and the €8m cap on retail participation has been removed.
- Why it matters: You’ll have access to more investment opportunities, often at a discounted price to the market price pre-fundraise, and can play a much more significant role in a secondary transaction.
2. Accessing Investment Grade Bonds
- Before: Issuing bonds to retail investors involved complex, dual disclosure rules and mandatory prospectus summaries, the cost of which prevented retail participation.
- Now: There’s a single, harmonised set of rules, and prospectus summaries are no longer required.
- Why it matters: Lower costs and less paperwork make it easier for companies to offer bonds to retail investors, giving you more choice and better access to investment grade fixed income products.
Investors should understand that fixed-income investments carry different risks to equities, click here to learn more.
3. Wider IPO Access
- Before: If an IPO was made available to retail investors, it had to be open for six full working days, which increased the risk to the issuer and discouraged retail involvement.
- Now: IPOs that include retail only have to be open for three working days removing perceived risk.
- Why it matters: A key reason for excluding retail in an IPO has been removed, increasing the likelihood that retail investors will be able to participate.
4. Availability of More Useful Information
- Before: Companies faced high liability risks when including potentially helpful forward-looking statements in offer documentation.
- Now: Protected Forward-Looking Statements (PFLS) are being introduced, allowing companies to comment on their prospects without assuming the same level of risk.
- Why it matters: Companies can now share more meaningful forward-looking information, helping you understand their future plans and prospects, thereby gaining more confidence in the investment.
Why Does Retail Inclusion Matter?
For years, retail investors have been underrepresented in UK capital markets. Since 2005, less than 5% of UK IPOs have included a retail offer, and access to corporate bonds and secondary equity deals has been limited. This has meant issuers have been unable to access billions of pounds of potential investment, and individuals have missed out on the potential for better returns.
The new POATRs regime aims to change this by unlocking the pool of retail capital and giving individuals a fair chance to participate in the growth of UK companies.
The Benefits for Retail Investors
1. More Investment Choices
With the removal of restrictive caps and simplified processes, more companies will make their equity and debt fundraisings available to retail investors. This means greater choice and the ability to diversify your portfolio.
2. Better Returns
A wider set of opportunities provides the potential for wealth creation, given the higher long-term returns of investment versus savings products. From September 1986 until December 2024, the total return of the FTSE All-Share Index was almost four times that of the average savings return, although it’s important to note that past performance is not a reliable indicator of future results.
How to Make the Most of these New Opportunities
- Stay Informed: Register with your investment platform or the RetailBook Notification Service to hear about new offers and opportunities.
- Learn: Take advantage of educational resources provided by your investment platforms or explore our Learn hub.
- Be Prepared: Some offers are time-limited, so do consider this when you receive a notification.
- Consider whether any opportunity is appropriate for your circumstances; investments place your capital at risk and allocations are not guaranteed.
The Bottom Line
The changes to POATRs mark a turning point for UK retail investors. By removing barriers and making markets more accessible, the new regime empowers you to take a more active role in building your financial future. Whether you’re a seasoned investor or just starting out, these reforms offer more choice, better information, and the chance to be part of the UK’s growth story.
If you’d like to learn more or get involved, contact RetailBook at info@retailbook.com or visit www.retailbook.com.
This is a financial promotion issued by Retail Book Limited. Retail Book Limited (FRN 994238) is authorised and regulated by the Financial Conduct Authority.
This document is for informational and educational purposes and summarises key changes under the amended POATRs regime, effective January 2026.
- Not Financial Advice: This information does not constitute financial, investment, or personal advice.
- RetailBook’s Role: RetailBook acts as a technology platform connecting retail investors with issuers.
- Investment Risk: All investments involve risk, including the loss of capital. Past performance, such as that of the FTSE All-Share Index, does not guarantee future results.
- Investor Responsibility: Investors must consider their individual circumstances and should seek independent financial advice before making any investment decisions.
Retail Book Limited (“RetailBook”), a limited company registered in England and Wales (company no. 14087330) with its registered office at 10 Queen Street Place, London, United Kingdom, EC4R 1AG. RetailBook is authorised and regulated by the Financial Conduct Authority (FRN 994238).
