UK Prospectus Regime
The UK “onshored” the existing EU prospectus regime with minor adjustments at the end of the Brexit Transition Period.
UK Prospectus Regime
During 2021 the UK Listings Review, led by Lord Hill, recommended a series of reforms to the UK prospectus regime to make it more attractive and competitive which was later endorsed by the Chancellor of the Exchequer.
EU Prospectus Regime
7 December 2022 - European Commission published the draft EU Listing Act including amendments to the EU Prospectus Regulation.
UK Prospectus Regime
FCA published a series of engagement papers with respect to its expected powers under the new UK prospectus regime. A summary of feedback was published later in the year.
UK Prospectus Regime
29 January 2024 - The Public Offer and Admissions to Trading Regulations 2024 were made.
July 2024 - FCA consulted in CP24/12 on proposals for a new sourcebook relating to admissions to trading on a regulated market with a deadline for responses of 18 October 2024.
EU Prospectus Regime
2 February 2024 - Political agreement reached on the EU Listing Act.
14 November 2024 - EU Listing Act published in the Official Journal.
4 December 2024 - EU Listing Act came into force.
UK Prospectus Regime
January 2025 – FCA consulted in CP25/2 on further changes to the public offers and admissions to trading regime and the UK Listing Rules in January 2025 and in CP 25/3 on further proposals for firms operating public offer platforms, with a deadline for responses of 14 March 2025.
EU Prospectus Regime
February 2025 – ESMA published Consultation Paper - Draft Guidelines on supplements which introduce new securities to a base prospectus, with a deadline for responses of 19 May 2025.
March 2025 – Commission published targeted consultation on the content, format and sequence of the EU Follow-On Prospectus and EU Growth Prospectus, with a deadline for responses of 2 May 2025.
June 2025 – ESMA published (i) its Final Report on the Technical advice concerning the Prospectus Regulation (and the RTS updating the CDR on metadata) covering the content and format of the full prospectus including a building block for prospectuses for non-equity securities that are advertised as taking into account ESG factors or pursuing ESG objectives and (ii) its Final Report Technical Advice concerning civil prospectus liability.
EU Prospectus Regime
5 March 2026 - 15 months after date of entry into force of EU Listing Act certain amendments to the EU Prospectus Regulation to apply.
5 June 2026 - 18 months after date of entry into force of EU Listing Act final amendments to the EU Prospectus Regulation to apply.
Future incorporation by reference under the EU Prospectus Regulation – Points to Consider
European Commission proposes changes to the Prospectus Regulation – Key points for debt securities (December 2022)
Replacing the UK Prospectus Regulation: FCA consults on proposals for new Prospectus Rules (July 2024)
For more information on the EU or UK prospectus regimes, contact one of our capital markets lawyers below or your usual contacts.
