On 28 November 2023, a draft statutory instrument (SI) – the Public Offers and Admissions to Trading Regulations 2023 – was published on legislation.gov.uk, along with an explanatory memorandum. The draft SI, which is part of HM Treasury’s programme to deliver a Smarter Regulatory Framework for financial services, replaces the Prospectus Regulation and creates a new framework for the offering of securities to the public and the admission of securities to trading in the UK.

An illustrative version of the draft SI was published in December 2022 as part of the Edinburgh Reforms, to show how the powers introduced in the Financial Services and Markets Act 2023 would be used to deliver reforms to the UK’s prospectus regime.  A near-final version was subsequently published in July 2023 for technical comments, alongside an explanatory policy note – see our blog.

The draft SI sets out the framework for the new UK prospectus regime, including:

  • Creating a general prohibition on public offers of securities, followed by a series of exceptions from this prohibition.
  • Establishing a new regime for securities ‘admitted to trading’ on a regulated market or multilateral trading facility.
  • Creating a new regulated activity of operating an electronic system for public offers of certain securities.

In the explanatory memorandum, HM Treasury notes that as the FCA will need to make rules under the new regime, the regime will therefore not come into force until the FCA has consulted on changes to its rules as part of its rulemaking process.