The Public Offers and Admissions to Trading Regulations 2024 (SI 2024/105) have been made by Parliament. The Regulations will replace the UK Prospectus Regulation (which derives from the EU Prospectus Regulation) and create the framework for a new public offers and admissions to trading regime in the UK.
The Regulations represent the next step in the process to legislate for a new UK prospectus regime, one of the recommendations of the 2021 Lord Hill UK Listing Review.
Key points to note on the new UK prospectus regime are:
- prospectuses will remain a key feature of an IPO in the UK;
- the FCA has discretion to determine when a prospectus is required but, for a listed issuer, a public offer to its existing shareholders will not of itself require a prospectus;
- the overarching requirement for a prospectus to contain "necessary information" will be retained, but the FCA has power to make rules on the detailed disclosure requirements; and
- liability for forward-looking information in a prospectus will be aligned with liability for other listed company published information, so liability will only be incurred when those involved are reckless.
These Regulations create the framework for the new prospectus regime – the detailed requirements will be set out in new FCA rules. At the moment, only a limited number of provisions in the Regulations are in force, including those that give the FCA power to make rules for the new regime. The remaining, substantive provisions will come into force when the FCA has consulted on and finalised the new rules. The current UK prospectus regime will then be revoked (under the Financial Services and Markets Act 2023) when the FCA's new rules come into force.
The FCA plans to consult on the new prospectus rules in summer 2024, with the aim of making the final rules in the first half of 2025.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
