When Do You Need a Prospectus for a Bond Issue in the UK? (And How to Avoid One Like a Pro)

Raising capital through bonds comes with its fair share of red tape, and a prospectus is one of the biggest hoops to jump through. Packed with enough disclosures to test anyone’s attention span, it’s essential for investor transparency but not exactly a quick read. Whether you need one depends on a tangle of regulations and exemptions and getting it wrong isn’t an option.

In the UK, the need for a prospectus is dictated by the Financial Services and Markets Act 2000 (FSMA) and the UK Prospectus Regulation (a post-Brexit spin on its EU predecessor). Designed to protect investors and to keep markets in check, they are also costly, time-consuming, and, frankly, a bit of a faff.

So, when exactly do you need one? When can you avoid one? And how are the rules set to change in 2026? Let’s take a look.