Welcome to the latest edition of the Ashurst Perkins Coie Quarterly Debt Capital Markets Update for 2026. In this edition we summarise the key developments in debt capital markets in the second quarter of 2026.
We have a number of different developments to report on in this edition:
- Consumer Composite Investments (CCIs) replace UK PRIIPs
- New UK regulation of cryptoasset activities
- EU Prospectus Regulation – Further Listing Act amendments
- Issuer-sponsored research reports – EU code of conduct
- Tokenisation in UK wholesale financial markets
- ESMA publishes register of external reviewers of European Green Bonds
Consumer Composite Investments (CCIs) replace UK PRIIPs
On 6 April 2026, the UK’s new Consumer Composite Investments (CCI) regime came into force, replacing the PRIIPs framework that was assimilated into domestic law following the UK’s withdrawal from the EU. While the scope of CCIs is broadly similar to that of PRIIPs, there are a number of important differences between the two regimes, particularly in relation to disclosure requirements. Most notably, the prescriptive Key Information Document (KID) has been replaced by a more flexible “product summary”, designed to improve clarity and usability for retail investors.
Although the majority of the CCI rules took effect from 6 April 2026, firms may continue to produce PRIIPs KIDs instead of product summaries during a transitional period, which runs until 8 June 2027.
For more information, see this Ashurst Perkins Coie briefing.
New UK regulation of cryptoasset activities
On 15 April 2026, the FCA published consultation paper CP26/13 on cryptoasset perimeter guidance. This guidance will seek to promote the understanding of the scope of the new regulated cryptoasset activities introduced by the Financial Services and Markets Act 2000 (Cryptoassets) Regulations 2026 (the Cryptoasset Regulations) with the aim of developing a competitive and sustainable cryptoasset sector. This consultation closed on 3 June 2026 and the FCA aims to publish their final guidance in September 2026.
Following on from this, on 30 June 2026, the FCA published a series of policy statements pursuant to powers granted by the Cryptoasset Regulations setting out its final rules and guidance for all cryptoasset firms that will need to be authorised and regulated by the FCA. These policy statements are:
- PS26/9 – Admissions and Disclosures (A&D) and Market Abuse Regime for Cryptoassets (MARC)
- PS26/10 – Stablecoin issuance
- PS26/11 – Regulated cryptoasset activities
- PS26/12 – A Prudential regime for cryptoasset firms
- PS26/13 – Application of the FCA Handbook for regulated cryptoasset activities
In addition, the FCA has published an overview of these policy statements and the many changes to the FCA Handbook Glossary are set out in the Glossary (Cryptoassets) Instrument 2026 (FCA 2026/35).
The new rules will come into force on 25 October 2027.
One of the fundamental principles of the UK approach is to seek to be essentially technology neutral - that is, it is the activities the technology is performing that require regulation and not the underlying technology. So, for example, the Cryptoasset Regulations will create a new concept of a "qualifying cryptoasset" and a number of new regulated or designated activities, such as making public offers of qualifying cryptoassets, requesting admission to trading on a qualifying cryptoasset trading platform and buying, selling, subscribing for or underwriting qualifying cryptoassets. However, a cryptoasset that is itself an investment specified in Part III of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001, which includes most types of securities currently issued in the international market, is a "specified investment cryptoasset" and is thereby excluded from the definition of "qualifying cryptoasset".
EU Prospectus Regulation – Further Listing Act amendments
The changes to the EU Prospectus Regulation regime introduced by the amending Regulation (Regulation (EU) 2024/2809), which formed part of the 2024 "Listing Act" package, apply in three stages with the final set of amendments applying from 5 June 2026. For more information on the amendments applying from 5 June 2026, see this Ashurst Perkins Coie briefing.
One of the principal changes applying from 5 June 2026 is that a prospectus will be required to be a document of a standardised format with information presented in a standardised sequence, in accordance with delegated acts to be made by the Commission. However ESMA and the Commission have decided that this degree of standardisation is only practical for “plain vanilla” prospectuses. As a result, the Delegated Regulation adopted by the Commission on 7 May 2026 provides that the information in a prospectus for “plain vanilla” debt securities prepared as a single document will need to follow a prescribed order, but this will not apply to other prospectuses such as base prospectuses or those describing securities which give rise to payment or delivery obligations linked to an underlying asset.
Furthermore, while this Delegated Regulation has been adopted by the Commission it will not take effect until it is published in the Official Journal which will only be after the end of the co-legislators’ objection period, probably in the final months of 2026. As a result, also on 7 May 2026 ESMA published a public statement (ESMA32-753890202-3084) which says that during the period from 5 June 2026 until the Delegated Regulation enters into application ESMA recommends that stakeholders use the provisions in the Delegated Regulation as adopted by the Commission in determining what minimum disclosure is necessary to satisfy the EU Prospectus Regulation requirements.
Finally, Commission Delegated Regulation (EU) 2026/773 amending the EU PR Regulation (Regulation (EU) 2019/980) as regards the reduced content and the standardised format and sequence of the EU Follow-on prospectus and the EU Growth issuance prospectus was published in the Official Journal on 15 June 2026 and entered into force on 18 June 2026.
Issuer-sponsored research reports – EU code of conduct
On 21 May 2026, the European Commission adopted a Delegated Regulation (C(2026) 3226 final) setting out regulatory technical standards (RTS) to establish an EU code of conduct for issuer-sponsored research. Amongst other things, the RTS provide that:
- any MiFID authorised firm proposing to use research material must assess whether research labelled as "issuer-sponsored research" is produced in compliance with the EU code of conduct set out in the Annex to the RTS; and
- unless the firm has sufficient information to ensure that any such research is produced in compliance with the EU code of conduct, it must not distribute the research to clients or potential clients labelled as "issuer-sponsored research".
The Delegated Regulation will enter into force three days after publication in the Official Journal.
Tokenisation in UK wholesale financial markets
On 18 May 2026 the FCA and the Bank of England published their shared vision for tokenisation in UK wholesale financial markets in the form of a "call for input" from market participants. The Bank and FCA recognise the potential benefits of tokenisation and are keen to support it whilst preserving the established regulatory principles of UK capital markets. They report that they are being told that among the potential benefits of tokenisation will be:
- faster settlement and collateral movement;
- 24/7 trading and settlement;
- improved liquidity and efficiency; and
- the development of new products and services.
The Bank and FCA regard the UK Government's Digital Gilt Instrument (DIGIT) pilot, a pioneering initiative to issue a digitally native sovereign bond, as a key initiative and demonstration of the UK authorities’ commitment to enabling the adoption of tokenisation in capital markets. For more information, see this Ashurst Perkins Coie briefing.
ESMA publishes register of external reviewers of European Green Bonds
On 22 June 2026, ESMA published its register of firms authorised to act as external reviewers of European Green Bonds.
The EU Green Bond Regulation (Regulation (EU) 2023/2631) (the EuGB Regulation) entered into force on 20 December 2023 and has largely applied from 21 December 2024. The standard established by the EuGB Regulation is a voluntary standard, open to all EU and non-EU issuers, and one of the criteria for a bond to satisfy this standard is that the issuer must use an external reviewer:
- before the issuance of a European Green Bond ("pre-issuance review of European Green Bond factsheet"); and
- after the full allocation of its proceeds ("post-issuance review of allocation report").
In the period from 21 December 2024 until 21 June 2026 the EuGB Regulation has provided for a transitional regime for external reviewers. However with effect from 22 June 2026, any person wishing to perform the function of external reviewer for these purposes must appear on the ESMA register and fully comply with the requirements of the EuGB Regulation. Thus, from now on, any issuer planning to issue a European Green Bond will need to select a registered external reviewer to perform their pre-issuance, post-issuance and, where applicable, impact report review.
