On 31 January 2025, the FCA published Consultation Paper 25/3: Consultation on further proposals for firms operating public offer platforms (CP25/3).

Background

The proposed regime for public offer platforms (POPs) is part of the new Public Offers and Admissions to Trading Regulations 2024 (POATRs), which were made in January 2024. The POATRs will replace the current UK Prospectus Regulation. Previously, in Consultation Paper 24/13 the FCA set out proposals for how its rules would apply to firms operating a public offer platform (POP). The deadline for comments on Consultation Paper 24/13 was 18 October 2024.

Proposals

In CP25/3 the FCA is setting out further proposals to amend its Handbook to fully implement the new regime for operators of POPs. This includes certain redress-related proposals, proposed fees and reporting requirements for firms operating a POP, as well as amendments to the Perimeter Guidance manual (PERG) to help firms identify the permissions they are likely to require when they are involved in facilitating offers of securities to the public. Also, the FCA sets out its initial views on how it plans to operate the authorisation gateway for firms wishing to operate POPs and how the regulator intends to supervise these firms.

The FCA sets out its initial proposals on whether investors and issuers should have access to the Financial Ombudsman Service (FOS) and Financial Services Compensation Scheme (FSCS) in relation to the activities of firms operating POPs. The FCA is consulting on specific changes to the Handbook, including: (i) extension of the compulsory jurisdiction of the FOS to the new regulated activity of operating a POP; and (ii) the fees it proposes to charge POP operators, including the FOS – and FSCS-related levies.

Furthermore, the FCA is taking the opportunity to consult on additional guidance on the recently implemented regime for firms approving the financial promotions of unauthorised persons. Specifically, it proposes new guidance on interpreting the legislative exemptions, which set out the circumstances in which firms do not require permission to approve financial promotions. The regulator expects this to be particularly relevant when firms operating POPs take responsibility for approving issuers’ financial promotions.

Next steps

The deadline for comments on CP25/3 is 14 March 2025.