On 5 May 2023, the FCA published a new webpage on its proposed new regime for public offers and admissions to trading, which will replace the UK prospectus regime. The webpage sets out information on the new framework, the FCA’s work in this area and the ways in which it plans to hear the industry’s views.

The webpage explains that, as part of the government’s Edinburgh Reforms, HM Treasury has published a draft statutory instrument setting out a new regime for public offers and admissions to trading on UK public markets.

Based on the draft legislation there are a number of areas of focus for the FCA’s engagement and where it is most likely to make future rules, including:

  • Whether or how to set prospectus requirements for companies seeking admission of their securities to trading on regulated markets.
  • Whether or not to set prospectus requirements on issuers raising further capital on UK regulated markets.
  • How issuers may include forward-looking information in prospectuses.
  • How the FCA may approach setting prospectus requirements for issuers seeking to admit securities to junior markets.
  • What rules the FCA should set for firms that choose to operate a ‘public offer platform’ to allow companies to raise capital from investors without being admitted to the public market.

In order to gather views on these topics, the FCA is launching a process of engagement and dialogue, which will include:

  • An introductory event and attending sessions with key stakeholders in May 2023.
  • Publishing a series of engagement papers setting out in more detail the key issues the FCA is considering – the first of these papers is expected to be published in May 2023.
  • Holding a series of further online focus groups to encourage a dialogue and feedback on key issues from the engagement papers – the FCA will update its new webpage with details of these groups and how to join.
  • Encouraging written feedback on the FCA’s engagement papers, which can be sent to the FCA’s dedicated email address.

After its engagement process, the FCA intends to provide feedback on key points raised and will then work on developing specific rule proposals which it plans to consult on in 2024.