Further issuances of equity on regulated markets – Engagement Paper 2

Read Engagement Paper 2

Why we are publishing this paper

The Government is in the process of creating a new legislative framework that will give powers to the FCA to set rules for what disclosures companies need to provide when seeking to admit securities to a regulated market. In advance of this, we are seeking views on how we might make such rules.

The new regime will give us the opportunity to tailor our approach to further issuances more directly to the needs of issuers and investors.

We will have discretion on whether or not to require a prospectus and to interpret what ‘necessary information’ needs to be contained in the document.

Our starting assumption is that we should look to substantially reduce requirements for a prospectus for further issuances in the current regime.

In this paper we ask for your views on this approach, how we may set a threshold for requiring a prospectus and what document should be required if we do not require a prospectus. We also consider separately, requirements for further issuances for funds.

This paper is linked to Engagement Paper 1 on admission to trading on a regulated market. These papers are part of a series setting out our emerging policy thinking on how we may use our rule-making powers under the new regime.

Who is this of interest to

• Companies with securities admitted to UK regulated markets.
• Companies considering seeking admission of their securities to a UK regulated market.
• Existing and prospective investors in companies on UK regulated markets including institutional and individual investors.
• Law firms, investment banks and other advisers, including sponsors who may assist issuers.
• Exchanges or venue operators.
• Intermediaries who may facilitate, including providing execution and/or marketing of investments into companies on UK regulated markets, whether at initial public offering (IPO) or in secondary markets.
• Trade associations representing the various market participants above.
• Accountancy firms and those providing support to issuers in preparing annual financial reports.
• Wider financial market participants such as research analysts.

Next steps 

We welcome written responses by email to the questions raised by the engagement papers by 29 September 2023.

Please email: [email protected]

We plan to also gather views through focus groups with key trade associations and other relevant market participants and stakeholders later this year.

Feedback on this paper, and the other papers in the series, is intended to create a dialogue which will inform further development of proposed rules which we will consult on formally during 2024.