On 13 July 2023, the FCA published Engagement Paper 6: Primary multilateral trading facilities (MTFs). This is the sixth in a series of FCA engagement papers on its proposed new regime for public offers and admissions to trading, and it requests feedback on the FCA’s initial thinking about future rules for MTFs under the new regime.

The new regime will create a new type of MTF admission document known as an ‘MTF admission prospectus’, which will be subject to the same statutory liability and compensation scheme as regulated market prospectuses.

Under the new regime, the FCA will have the power to make certain MTFs operating as primary markets (primary MTFs) require the production of an MTF admission prospectus in specified circumstances.

The engagement paper sets out the FCA’s initial considerations on:

  • The circumstances which primary MTFs should require the publication of an MTF admission prospectus.
  • Who should be responsible for such a document.
  • The circumstances in which a supplementary prospectus should be required.
  • How and when withdrawal right should be exercised.
  • The requirements for advertisements related to securities being admitted to trading on a primary MTF.

The FCA confirms that, when designing its rules for primary MTFs, it will explore how regulatory changes can promote broader investor participation and improve the quality of information that investors receive.

Where possible, the FCA intends to preserve the existing regulatory model in which primary MTF operators set their own requirements.

The deadline for feedback to this engagement paper is 29 September 2023. The FCA also plans to gather views through focus groups with key trade associations and other relevant stakeholders later in 2023.

Feedback on this and the other engagement papers in the series is intended to create a dialogue which will inform further development of the FCA’s proposed rules, on which it plans to consult formally during 2024.