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 third quarter of 2026.
We have a number of different developments to report on in this edition:
- EU Prospectus Regulation – Incorporation by reference in a prospectus
- UK Regulation of cryptoasset activities
- EU ESG Rating Regulation – ESMA statement on transitional provisions
- ICSDs' dematerialised debt securities – Extension of scope
- EU Prospectus Regulation – Minimum disclosure requirements updated
- EU Prospectus Regulation – ESMA updates
EU Prospectus Regulation – Incorporation by reference in a prospectus
Among the changes made in December 2024 to the EU Prospectus Regulation by the Listing Act package were a number of changes to the information specified in Article 19 which may be incorporated by reference into a prospectus. These changes included the removal of information contained in documents which have been approved by a competent authority in accordance with the Prospectus Directive (Directive 2003/71/EC). This was quickly perceived to have been an error since, under a base prospectus, it has been common practice to incorporate by reference terms and conditions from previous years' base prospectuses, including in many cases those approved under the Prospectus Directive.
On 2 June 2026 Commission Delegated Regulation (EU) 2026/395 was published in the Official Journal which with effect from 21 June 2026 has effectively reversed this change by amending Commission Delegated Regulation (EU) 2019/979 (the EU Prospectus RTS Regulation) to insert a new Article 21a which provides that, in addition to the documents set out in Article 19(1) of the EU Prospectus Regulation, documents which have been approved by a competent authority in accordance with the Prospectus Directive may be incorporated by reference into a prospectus.
At the same time, new Article 21a also provides that pre-issuance disclosures for issuers of bonds marketed as environmentally sustainable or of sustainability-linked bonds as referred to in Article 20 of the EU Green Bond Regulation (Regulation (EU) 2023/2631) may also be incorporated by reference into a prospectus.
UK Regulation of cryptoasset activities
On 4 February 2026 HM Treasury made the Financial Services and Markets Act 2000 (Cryptoassets) Regulations 2026 (the Cryptoasset Regulations) which, with effect from 25 October 2027 will introduce into English law a number of important developments in relation to such things as operating a cryptoasset trading platform, dealing in cryptoassets as principal or agent, arranging deals in cryptoassets and safe-guarding cryptoassets.
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 the policy statements and the many changes to the FCA Handbook Glossary are set out in the Glossary (Cryptoassets) Instrument 2026 (FCA 2026/35). It is important to note that the UK approach to regulation of cryptoasset activities is essentially technology neutral (that is, it is the activities the technology is performing that require regulation and not the underlying technology).
The new rules are scheduled to come into force on 25 October 2027.
EU ESG Rating Regulation – ESMA statement on transitional provisions
Regulation (EU) 2024/3005 on the transparency and integrity of ESG rating activities (the ESG Rating Regulation) entered into application on 2 July 2026, requiring any person that wishes to operate as an ESG rating provider in the EU to be authorised by ESMA or, for non-EU ESG rating providers, to benefit from an equivalence decision, endorsement or recognition by ESMA. However, it contains transitional provisions to the effect that: existing ESG rating providers (other than "small ESG rating providers") who wished to continue operating in the EU had to notify ESMA of their intention to apply for authorisation by 2 August 2026 and must apply for authorisation no later than 2 November 2026; and small ESG rating providers who wish to benefit from the transitional regime must notify ESMA no later than 2 November 2026.
This has given rise to the question of whether a person that is publishing or distributing the ESG ratings of existing, but still unauthorised, ESG rating providers will be able to continue doing so after 2 July 2026. This question prompted ESMA on 1 July 2026 to issue a public statement (ESMA84-1427279869-1396) that from 2 July 2026 people may continue publishing or distributing the ESG ratings of existing, but still unauthorised, ESG rating providers until ESMA has adopted a decision to grant or refuse the application for authorisation or recognition, or to register the notifier as a small ESG rating provider, as relevant. To this end, ESMA will publish and update at regular intervals a list of entities that have notified it of their intention to continue operating in the EU after that date.
ICSDs' dematerialised debt securities – Extension of scope
On 16 March 2026 Clearstream Banking S.A. and Euroclear Bank SA/NV (the ICSDs) launched a Dematerialised Notes Structure providing an option for certain issuers to issue securities governed by English law which will exist only as book-entry records with no certificate (global or definitive) being required in relation to them and for which (in most circumstances) there will be no register.
Initially this option was only available to an issuer incorporated in England (or any other part of the UK) or a supranational issuer. However, on 27 July 2026 the ICSDs issued an announcement to the effect that from November 2026, non-UK incorporated issuers can issue dematerialised debt securities under English law using this dematerialised structure (other than issuers incorporated in the US, Italy, Japan, Spain, Czech Republic, Iceland, Portugal, Romania, and Switzerland, which currently for tax processing reasons are not included in the scope expansion).
EU Prospectus Regulation – Minimum disclosure requirements updated
A number of changes to the EU Prospectus Regulation made by the 2024 Listing Act package only took effect on 5 June 2026 and they required the Commission to introduce delegated legislation by that date making corresponding detailed amendments to Commission Delegated Regulation (EU) 2019/980 (the EU PR Regulation). These changes concern such things as the standardised format and standardised sequence of the prospectus and the detailed additional information to be included in a prospectus for non-equity securities that are advertised as taking into account ESG factors or pursuing ESG objectives. For various reasons the Commission failed to meet this deadline, but on 13 August 2026 Commission Delegated Regulation (EU) 2026/1061 was published in the Official Journal constituting the required delegated legislation and it took effect in all member states on 16 August 2026. For more information, see this Ashurst Perkins Coie briefing.
EU Prospectus Regulation – ESMA updates
On 9 September 2026, ESMA published a package of materials under the EU Prospectus Regulation to reflect changes introduced by the 2024 Listing Act package. The package includes:
- a Consultation Paper on the update of the Guidelines on disclosure requirements;
- updated Q&As;
- a Final Report on Guidelines for supplements that introduce new securities to a base prospectus; and
- a Final Report on regulatory technical standards (RTS) on key financial information to be included in prospectus summaries.
The Guidelines on supplements which introduce new securities to a base prospectus fulfil a specific ESMA mandate under the EU Prospectus Regulation, deriving from the Article 23(4a) general prohibition on issuers introducing a new type of security under a base prospectus that does not already contain disclosure for that security. They are intended to harmonise divergent market practices and interpretations that have developed over time, including between competent authorities. They will become effective two months after publication on the ESMA website in all the official languages of the EU. For more information, see this Ashurst Perkins Coie briefing.
The changes to ESMA's Q&As are essentially editorial changes of form not substance, and to help navigate these changes, ESMA has prepared an overview explaining the key changes and the reasons behind them.
The Guidelines on disclosure requirements are largely tangential to prospectuses for non-equity securities. However, it is worth noting that ESMA proposes:
- to merge its Guidelines on disclosure requirements and its Guidelines on risk factors into one set of updated Guidelines; and
- to incorporate Q&A 993 concerning the identification of profit forecasts in prospectuses into four additional Guidelines, but with no material changes to content.
Finally, the 2024 Listing Act package reduced the requirement for a prospectus for non-equity securities to contain audited financial statements in respect of the issuer and any guarantor covering the latest two financial years to one financial year. As a consequence of this change, the Final Report on key financial information proposes corresponding amendments to Commission Delegated Regulation (EU) 2019/979 (the EU Prospectus RTS Regulation) concerning the key financial information which must appear in the summary of a prospectus.
