On 31 May 2019, the FCA published Policy Statement 19/12: Changes to align the FCA Handbook with the EU Prospectus Regulation (PS19/12). In PS19/12 the FCA provides feedback on its earlier consultation (Consultation Paper 19/6) and sets out near final rules implementing changes to the Handbook so that it is aligned with the Prospectus Regulation (PR). These near final rules replace the existing Prospectus Rules sourcebook (PR sourcebook).
The FCA is making near-final rules because the new sourcebook references some revised text from the Financial Services and Markets Act 2000 (FSMA), and reproduces relevant EU legislation, that have yet to be made. The FCA intends to finalise these near-final rules once the changes to FSMA and the relevant EU legislation have been finalised.
The new sourcebook replicates key provisions of the PR and other relevant EU legislation for reference. It also contains new rules on sending data to the FCA and, following the consultation, the timing for the FCA publishing approved prospectuses.
The new sourcebook will have a new name – the Prospectus Regulation Rules sourcebook (PRR sourcebook). The PR sourcebook as at 20 July 2019 will be available using the ‘show timeline’ facility in the FCA Handbook. This will provide legal certainty to issuers and other stakeholders regarding prospectuses approved under the Prospectus Directive (PD).
Any issuer seeking approval of a draft prospectus on or after 21 July 2019 must do so under the PR and in line with the PRR sourcebook. Applications submitted to the FCA on or after 21 July 2019 containing draft prospectuses conforming to the PD and PR sourcebook regime, will not be valid and will not be approved.