Public Offers and Admissions to Trading Regulations 2023 – Draft SI and Policy Note

On July 11, 2023, the HM Treasury released a near final version of the Draft Statutory Instrument: The Public Offers and Admissions to Trading Regulations 2023 (referred to as the draft SI), accompanied by a corresponding Policy Note. This draft SI would introduce a new regulatory framework for financial instruments to be offered to the public and traded on a regulated market or a primary Multilateral Trading Facility (please see the „Comment“ field below for a definition of primary MTF). The draft is intended to replace the existing EU Retained Prospectus Regime. It was originally presented last year as part of the Edinburgh Reforms and can now be advanced following the implementation of the Financial Services and Markets Act 2023 and the assignment of corresponding powers to UK supervisory authorities. The content of both documents is briefly discussed below.
#### Draft Statutory Instrument: The Public Offers and Admissions to Trading Regulations 2023
This Regulation would present the basic framework for regulating all aspects around the offering of financial instruments to the public and their admission to trading on bespoke trading venues in UK. Among others, it would
– designate any public offers of „relevant“ securities, any admissions to trading on a regulated market, and any admissions to trading on a primary MTF as „designated activities“ under the Financial Services and Markets Act 2000;
– introduce a general prohibition for public offers of securities, unless securities are admitted to trading on UK markets or offered on regulated platforms (a new entity will be established, the so-called Public Offer Platform);
– grant powers to the Financial Conduct Authority (FCA) to make rules pertaining to those designated activities via its Rulebook;
– specify general content requirements of a prospectus, including prospectuses of foreign issuers;
– specify those activities that the FCA may regulate in relation to prospectus requirements such as circumstances that may warrant an exemption from the prospectus requirement, the prospectus application process, or corresponding fees structures for processing an application;
– specify those activities that the FCA may regulate in relation to securities that have been admitted to trading or where issuers seek such admission (e.g. notification requirements or disclosure and communication obligations); and
– grant powers to the FCA to „suspend, restrict or prohibit admission to trading“ on a regulated market or a primary MTF or to impose penalties on firms non-compliant with any requirements.
#### Policy Note
The Policy Note may be viewed as sort of a „guidance“ as it provides a set of frequently asked questions (FAQs) and answers in relation to the new Draft Statutory Instrument: The Public Offers and Admissions to Trading Regulations 2023 to address the most relevant issues that may arise from the new framework. Some of the key FAQs are quoted below; for more detailed, comprehensive information, please refer to the enclosed document.
– What did any law do before the changes to be made by this instrument?
– What does the instrument do?
– What will change in comparison to the previous retained EU law (REUL) provisions?
– What will not change in comparison to the previous REUL provisions?
– What are the firm facing impacts going to be?
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Comments on the Draft Regulations may be submitted to the Treasury up to August 21, 2023.