Reed Smith Client Alerts

Key takeaways

  • Following a series of engagement papers issued last year, the UK Financial Conduct Authority (FCA) has published for consultation its draft prospectus rules for admissions to trading on UK public markets.
  • The FCA requests responses to its consultation by 18 October 2024, with a view to finalising its new rules by the end of the first half of 2025.
  • The UK’s new regime for public offers and admissions to trading is based on the Public Offers and Admissions to Trading Regulations 2024 (POATRs), which will replace the current regime derived from the EU Prospectus Regulation.
  • The FCA’s new rules will be an important part of the new UK regime once the POATRs come fully into force, and will sit alongside the FCA’s reformed UK Listing Rules, which came into force at the end of July 2024.
  • This article highlights key aspects of the FCA’s proposed prospectus rules for the admission of equity shares to trading on UK public markets.

Background

  • Once in force, the POATRs will create a new framework consisting of a general prohibition on offering transferable securities to the public in the UK, subject to specific exemptions.
  • The scope of the new regime will also extend to certain non-transferable debt securities such as mini-bonds.
  • Key exemptions that are currently available will continue to apply, such as offers to qualified investors (e.g., institutional investors) and fewer than 150 other persons, and offers to directors and employees, among others.
  • There will also be new exemptions, including for offers of unquoted equity securities to existing shareholders and offers of unquoted securities made on an FCA-regulated ‘public offer platform’ (an electronic platform whose operator is authorised by the FCA to carry on this new regulated activity). The FCA has issued a separate consultation paper with its proposed rules for firms authorised to operate these platforms.