10 May 2023 Sarah Debney -  James Wootton  -  Tom Thorne Capital Markets - Debt - Capital Markets - Equity

The FCA launches its plan to engage on the public offer and admission to trading regime

Last December, HM Treasury published a draft statutory instrument setting out the legal framework for a new prospectus regime (see our briefing here). The SI will give powers to the FCA to make rules on a number of topics including when a prospectus is required in connection with admissions to a regulated market and on a secondary issuance, as well as the form and content of such prospectuses. The FCA has now launched a process of engagement with industry bodies on the drafting of these rules and has set out the timeline and process that it intends to follow. 

Process and timetable

Thematic engagement papers (in place of one large consultation) will be launched towards the end of May on the rules for:

  • prospectuses for admission to regulated markets and secondary issuances;
  • prospectuses for non-equity; and
  • forward looking statements, which will benefit from a new liability regime.

In June, the FCA expects to publish engagement papers on the primary MTF regime and the new public offer platform framework.

The FCA is keen to engage with the market on an on-going basis throughout the period of reform and will hold focus groups with trade associations such as UK Finance, AFME and ICMA in early June.

FCA feedback from this process is expected to be published in September or October and a formal consultation process is scheduled for the first quarter of 2024. It is anticipated that the final regime will become effective in 2025.

Key topics

Key topics in the FCA process will include:

  • the information requirements for a prospectus on an admission to a regulated market, including, in particular, the rules on complex financial histories and summaries;
  • whether the current exemptions to the need for a prospectus should be retained or amended;
  • when a prospectus should be required on a secondary issuance; and
  • how to define and label forward looking information in prospectuses.

The FCA has published a new webpage on the public offer and admissions to trading regime which includes information about the engagement process for the proposed reforms.