On 17 December 2019, the FCA published Primary Market Bulletin (PMB) No. 26.
This issue of PMB provides a number of updates to the technical and procedural notes in the FCA’s Knowledge Base to reflect the new Prospectus Regulation, which came into effect on 21 July 2019.
The amended technical notes include:
- Eligibility process
- Circulation and publication of unapproved documents
- Refinancing and reconstructions
- Open-ended investment companies
- Disclosure of ‘lock-up’ agreements
- Public offers
- Public offers – the six-day rule
- Collective Investment undertaking prospectuses – portfolio disclosure
The FCA notes that the amendments are minor, such as updating terminology and rule references, and do not materially affect the substance of the guidance.
The FCA has also deleted technical notes relating to incorporation by reference, risk factors and non-equity prospectuses aimed at retail investors. The FCA states that these notes are no longer relevant due to the detailed requirements set out in the Prospectus Regulation and guidelines issued by the European Securities and Markets Authority (ESMA).
In terms of next steps, the FCA will update remaining notes in futures PMB, which either require more substantive changes or reference ESMA publications which are being updated. In the meantime, the existing guidance should be applied to the extent that it is compatible with the Prospectus Regulation.