On 20 March 2019, the FCA published its 22nd Market Bulletin.

In this Bulletin, the FCA advises on key changes to the Listing Rules, the Disclosure Guidance and Transparency Rules and the Prospectus Rules that will be applicable if the UK leaves the EU on 29 March 2019 without an implementation period.

Namely, the UK legal framework will be changing in a no-deal Brexit scenario as a result of The Official Listing of Securities, Prospectus and Transparency (Amendment etc.) (EU Exit) Regulations 2019. The FCA has further published its Policy Statement on changes it intends to make to its Handbook. This Bulletin summarises the key changes to the FCA’s Handbook as detailed in its earlier Policy Statement.

In a no-deal scenario, the UK’s primary markets regime after Brexit will apply to all issuers that:

  • have securities admitted to trading, or have applied to admit securities to trading, on a UK regulated market or admitted to listing in the UK; or
  • are making a public offer in the UK.

This applies regardless of the country the issuer is incorporated in. So, some issuers will have to make disclosures or do things according to our rules where they currently only follow their home competent authority’s rules.