We are introducing temporary rules to prevent consumer harm, by banning the promotion of high risk speculative mini-bonds to most retail consumers. The rules will apply from 1 January to 31 December 2020.
What we are changing
Financial promotions relating to a speculative illiquid security will be restricted to sophisticated or high-net worth retail investors.
Where products continue to be marketed to high net worth or sophisticated investors, the promotions will have to clearly state the risks to consumers of losing all their investment and fully disclose all costs or third-party fees.
What investments are covered
We define speculative illiquid securities as unlisted bonds and preference shares where the issuer uses the funds raised to lend to a third party, invest in other companies, or purchase or develop property.
Our measures will not apply to companies using unlisted securities to buy or construct property used for their own commercial or industrial purpose. Nor will they apply to investment vehicles that only invest in a single UK-based property.
We are using temporary product intervention powers without consultation because of our significant concerns with the widespread marketing of these products, particularly online, despite them being high risk and difficult for most retail investors to understand.
We have seen many cases of poor quality promotions for speculative illiquid securities targeting retail investors. These promotions often contain limited explanations of risks and fees or costs involved, and may include misleading information suggesting these products are more secure or less risky than is the case. We think this gives rise to a significant risk of consumer harm and requires immediate action. We estimate that at least 11,000 investors are invested in these products. Based on a sample of bonds, we estimate the average amount invested may be around £25,000.
Who this affects
- issuers of speculative illiquid securities
- authorised firms that approve or communicate financial promotions relating to speculative illiquid securities
- firms who offer services in relation to these products such as:
- investment advice
- arranging deals in investments
- dealing in investments on behalf of clients
- companies receiving funding from issuers of speculative illiquid securities
- law firms and other professional service providers to issuers or firms
Firms will need to:
- Understand and apply these new rules by 1 January 2020.
Consumers may want to
Consult on permanent rules in the first half of 2020. We expect this consultation to include proposals for making the temporary rules, or similar measures, permanent. It is also likely to consider other changes to enhance consumer protection related to high-risk investments more broadly.