This Policy Statement sets out the near-final rules on the changes we plan to make to the Handbook to align it with the Prospectus Regulation. It also summarises the feedback we received to Consultation Paper CP19/6 and our response.
We have now made our Final Rules in our Instrument FCA 2019/80.
This follows publication of the changes to the Financial Services and Markets Act 2000 in The Financial Services and Markets Act 2000 (Prospectus) Regulations 2019, SI 2019/1043, and publication in the EU Official Journal of Commission Delegated Regulations (EU) 2019/979 and (EU) 2019/980.
We had hoped to be able to reproduce in full the content of the PR Regulation annexes 1-29 in the appendices to our Prospectus Regulation Rules (PRR) sourcebook. However, this was not possible. We have therefore provided a hyperlink in PRR Appendix 2 to the Regulation that sets these out in full. We will consider the matter again when we prepare the Handbook amendments for the onshored version of the Prospectus Regulation regime.
The Prospectus Regulation specifies the information companies need to disclose to investors and potential investors through a ‘prospectus’ when they are raising capital. The changes in the Regulation keep the EU prospectus regime up-to-date and ensure that investors have the information they need to make informed investment decisions.
After consulting on aligning our Handbook with the Regulation and taking the responses we received into account, this PS contains near-final rules implementing our changes. We are making near-final rules, pending anticipated changes to the Financial Services and Markets Act 2000 (FSMA) and the relevant EU legislation that are referenced in the rules.
Who this applies to
This Policy Statement will be of particular interest to:
- UK and overseas issuers with UK-listed securities or those considering a UK listing of their securities
- issuers and other persons who make public offers of transferable securities or seek admission of transferable securities to regulated markets in the UK
- firms advising issuers on the issuance of UK-listed securities
- firms and market participants who provide advice on prospectuses
- firms and persons who invest or deal in transferable securities through public offers or regulated markets in the UK
- firms advising persons investing in or dealing in listed securities or transferable securities
Any issuer seeking approval of a draft prospectus on or after 21 July 2019 must do so under the Regulation and in line with the Prospectus Regulation Rules sourcebook. Please note that applications submitted to the FCA on or after 21 July 2019 containing draft prospectuses conforming to the PD and PR sourcebook regime, will not be valid and will not be approved.
You should also be aware that if you apply to have a prospectus approved under the PD regime, and it is approved before 21 July 2019, it will be governed by national law under the PD regime for 12 months after 21 July 2019, or until the end of the prospectus’ validity.