FCA Warning as Public Offers Regime Starts: Mini-Bonds and Loan Notes

On 19 January 2026, the Public Offers and Admissions to Trading regime came into force, setting new rules and standards for when an offer of securities to the public can be made. The FCA is urging consumers considering high-risk securities, including mini-bonds and loan notes, to remain cautious. 

The FCA explains that the regime covers both transferable securities (for example, shares traded on an exchange) and non-transferable debt securities, including mini-bonds and loan notes. It highlights that these products are high-risk and that some people may choose higher risk depending on circumstances, but only if they understand the risks involved. 

A central message is to check whether the firm is authorised. If the firm is not regulated, protections are generally reduced: consumers are unlikely to be able to complain to the Financial Ombudsman Service or claim through the Financial Services Compensation Scheme, making it harder to recover money if something goes wrong. 

The FCA notes concerns that people may be encouraged into risky schemes without fully appreciating the risks, including advertising that promises higher returns than mainstream investments and examples where firms overstate how safe capital is while understating the risk of losing some—or all—of the investment. It adds that high-risk investments are unsuitable for all but the most experienced investors who can withstand losses. 

For consumers considering these products, the FCA advises: know who you are dealing with (the promoter may differ from the firm investing the money), use the FCA Firm Checker, understand that unregulated firms limit avenues for help, do your own research using reliable sources (including InvestSmart), and stay alert to scams, checking the FCA Warning List and reporting suspected fraud. It also provides routes to report unauthorised firms directly to the FCA.

Source: New regime for securities and what consumers should look out for | FCA