Legal development

Further FCA proposals for the new Public Offers and Admissions to Trading Regulations regime

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    The FCA has published two further Consultation Papers relating to the new Public Offers and Admissions to Trading Regulations (POATRs) regime which, in due course, will replace the UK Prospectus Regulation. 

    FCA CP 25/2 - Consultation on further changes to the public offers and admissions to trading regime and the UK Listing Rules

    The FCA has published CP 25/2 - Consultation on further changes to the public offers and admissions to trading regime and the UK Listing Rules in which it sets out further proposals to support the new POATRs regime for companies admitting securities to regulated markets. This Consultation Paper builds on the FCA's proposals for the POATRs related to admissions to regulated markets and primary MTFs set out in CP 24/12 - Consultation on the new Public Offers and Admissions to Trading Regulations regime, published in July 2024. See our previous update here.

    The proposals in CP 25/2 include:

    • Further issuances: Removing the further issuance listing application process entirely from the UK Listing Rules to reduce frictions and support FCA proposals from CP 24/12 to reduce regulatory intervention in such transactions, as well as streamlining certain features of the listing process for new applicants;
    • Listing Particulars: Removing the requirement to publish Listing Particulars for admissions to the Professional Securities Market and for issuers that wish to issue certain types of securities that are currently exempt from prospectus requirements;
    • Bonds: Aligning prospectus requirements for low denomination bonds, based on the current disclosure requirements for ‘wholesale’ denominations; and
    • FCA Handbook revisions: Consequential changes to the FCA Handbook, including transitional provisions, complementing the new Prospectus Rules: Admission to Trading on a Regulated Market sourcebook (PRM) rules proposed in CP 24/12.

    Together, the proposed changes seek to further promote efficient and effective capital raising by companies across debt and equity capital markets in the UK and to enable investors to have access to a wider range of investments.

    FCA CP 25/3 - Consultation on further proposals for firms operating public offer platforms

    Alongside CP 25/2, the FCA has also published CP 25/3 - Consultation on further proposals for firms operating public offer platforms in which it consults on further consequential changes and transitional arrangements for the new regulated activity of operating a public offer platform. This follows the publication of FCA CP 24/13 - Consultation on the new public offer platform regime in July 2024 in which the FCA set out its proposals on rules to support this new regulated activity.

    Next steps

    The FCA has requested comments on both Consultation Papers by 14 March.

    As previously signalled, the FCA is aiming to publish final rules for the POATRs framework as a whole, including rules for firms operating a public offer platform, this summer. After the publication of its final rules, and subject to agreement with the Treasury, the FCA anticipates bringing the new regime into force by early 2026.

    The information provided is not intended to be a comprehensive review of all developments in the law and practice, or to cover all aspects of those referred to.
    Readers should take legal advice before applying it to specific issues or transactions.