Prospectus regime reform: The Public Offers and Admissions to Trading Regulations 2023

On 27 November 2023, the draftPublic Offers and Admissions to Trading Regulations 2023(thePOAT Regulations) were published and laid before Parliament, together with a draftExplanatory Memorandum.

The POAT Regulations create a new regulatory framework for the offering of securities to the public and admission of securities to trading in the UK, replacing the EU-derived UK Prospectus Regulation. One of the key recommendations in Lord Hill's UK Listing Review was the fundamental overhaul of the UK prospectus regime with a view to establishing a simpler, more dynamic and less duplicative regime which is tailored to the UK markets (seeAshurst briefing). In establishing this new regulatory framework, the POAT Regulations deliver on these proposals.

The POAT Regulations broadly follow the near-final version of the Regulations which were published in July 2023 as part of the Mansion House Reforms (seeAshurst briefing), though some minor and clarificatory updates have been made, including in relation to the waiver or modification by the FCA of requirements imposed by designated activity rules and the procedure and right to refer a matter to the Upper Tribunal.

The POAT Regulations represent the first part of the reframing of the prospectus regime, to be followed by detailed FCA rules, which together will form the new regime for public offers and admissions to trading. The new regime will therefore not come into force until the FCA has consulted on and finalised changes to its rules. Following on from the series of FCA Engagement Papers which, amongst other things, outlined the FCA's initial thinking on the new framework, the FCA is aiming to progress to a formal consultation in summer 2024, subject to feedback from its current engagement process. Retained EU law relating to prospectuses will also be revoked via a separate statutory instrument in due course.