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The Public Offers and Admissions to Trading Regulations 2023

Draft. This instrument was laid in draft and may differ from the one made. Look for the made version under its title.

Draft 2023, ISBN 9780348254235

Original text. legislation.gov.uk does not revise statutory instruments, so later amendments are not shown here. Changes made to it are listed under each provision when known.

Draft Regulations laid before Parliament under sections 71S(2) and 429(2), (2A) and (9) of, and paragraph 26(2)(a) of Schedule 2 to, the Financial Services and Markets Act 2000, for approval by resolution of each House of Parliament.

Financial Services And Markets

Made ***

Coming into force in accordance with regulation 2

The Treasury make these Regulations in exercise of the powers conferred by sections 21, 22(1) and (5), 71K, 71L, 71M, 71N(2) and (5), 71O(2), (10) and (11), 71P, 71Q, 71R, 138EA(3) and 428(3) of, and paragraph 25 of Schedule 2 to, the Financial Services and Markets Act 2000f1.

In the opinion of the Treasury, one of the effects of these Regulations is that an activity which is not a regulated activity (within the meaning of the Financial Services and Markets Act 2000) will become a regulated activity.

In accordance with sections 71S(2) and 429(2), (2A) and (9) of, and paragraph 26(2)(a) of Schedule 2 to, the Financial Services and Markets Act 2000f2, a draft of this instrument has been laid before, and approved by a resolution of, each House of Parliament.

Annotations to the whole text

Footnotes

f1

2000 c. 8. Sections 71K to 71S were inserted by section 8(2) of the Financial Services and Markets Act 2023 (c. 29). Section 138EA was inserted by section 31(2) of that Act. Section 428(3) was amended by section 66(3)(a) of that Act.

f2

Subsections (2A) and (2B) of section 429 were inserted by section 136 of the Financial Services (Banking Reform) Act 2013 (c. 33). Subsection (2) was amended by section 31(5) of the Financial Services and Markets Act 2023 and subsection (2B)(aa) and (ab) were inserted by section 8(8)(a) of that Act. There are other amendments that are not relevant.

Contents

  1. Part 1: Introductory
  2. 1Citation and extent
  3. 2Commencement
  4. 3Interpretation
  5. 4“Transferable securities”
  6. 5“Relevant securities”
  7. 6Meaning of “excluded securities” in regulation 5
  8. 7“Offer of relevant securities to the public”
  9. 8“Primary MTF”
  10. Part 2: Designated activities
  11. 9Designated activities: public offers of relevant securities
  12. 10Designated activities: admissions to trading on regulated market
  13. 11Designated activities: admissions to trading on primary MTF
  14. Part 3: Regulation of public offers and admissions to trading
  15. Prohibition of public offers of relevant securities
  16. 12Prohibition of public offers of relevant securities
  17. 13Disclosure of information
  18. Rule-making powers of FCA
  19. 14FCA rules relating to admissions to trading on regulated market
  20. 15FCA rules relating to admissions to trading on primary MTF
  21. 16Qualified investor condition in regulation 15(2)(a)
  22. 17FCA rules relating to public offers unconnected with admissions to trading
  23. 18Further provision about regulated market admission rules
  24. 19Matters to which FCA must have regard when making certain rules
  25. 20Waiver or modification of rules
  26. Prospectuses
  27. 21“Prospectus”, “MTF admission prospectus” and “supplementary prospectus”
  28. 22Responsibility for prospectus or MTF admission prospectus
  29. 23General requirements to be met by a prospectus or MTF admission prospectus
  30. 24Issuers established outside UK: presentation of historical financial information
  31. 25Exemptions from disclosure
  32. 26Consideration of applications
  33. 27Procedure for decision to refuse an application
  34. 28Requirements to include information or to provide information or documents
  35. 29Power to refuse to accept applications or to prohibit validation or publication
  36. 30Compensation for statements in prospectus etc
  37. 31Provisions supplementary to regulation 30
  38. Further powers of FCA
  39. 32Withdrawal rights
  40. 33FCA’s power to require information
  41. 34Powers exercisable to protect investors or advance FCA’s operational objectives
  42. 35Power to suspend, restrict or prohibit offer to the public
  43. 36Power to suspend, restrict or prohibit admission to trading on regulated market
  44. 37Power to suspend or prohibit trading on a trading facility
  45. 38Regulations 34 to 37: procedure and right to refer to Tribunal
  46. 39Public censure
  47. 40Penalties for contraventions
  48. 41Regulations 39 and 40: procedure and right to refer to Tribunal
  49. 42Statement of policy
  50. 43Statements of policy: procedure
  51. 44Appointment by FCA of persons to carry out investigations
  52. 45Reporting of infringements
  53. Part 4: Amendments to Financial Services and Markets Act 2000 (Regulated Activities) Order 2001
  54. 46Operating an electronic system for public offers of relevant securities
  55. Part 5: Amendments to other legislation
  56. 47Amendments to other legislation
  57. Part 6: Transitional and saving provisions
  58. 48Saving provisions
  59. 49References to Tribunal
  60. 50Decisions to refuse to accept applications etc
  61. Part 7: Review
  62. 51Review
  63. Signature
  64. Schedule 1: Exceptions from prohibition on offers to the public
  65. Part 1: Offers not contravening prohibition
  66. General exceptions
  67. 1Paragraph 1
  68. 2Paragraph 2
  69. 3Paragraph 3
  70. 4Paragraph 4
  71. 5Paragraph 5
  72. Offer of transferable securities admitted or to be admitted to trading
  73. 6Paragraph 6
  74. Offers to existing holders of shares
  75. 7Paragraph 7
  76. 8Paragraph 8
  77. Offer to persons already connected with offeror company
  78. 9Paragraph 9
  79. Offer in connection with takeovers etc
  80. 10Paragraph 10
  81. Offer of securities to directors or employees
  82. 11Paragraph 11
  83. Securities offered under banking or central counterparty special resolution regime
  84. 12Paragraph 12
  85. Offer made by means of a regulated platform
  86. 13Paragraph 13
  87. Part 2: Supplementary provisions relating to Part 1
  88. 14Paragraph 14
  89. 15Paragraph 15
  90. 16Paragraph 16
  91. 17Paragraph 17
  92. 18Paragraph 18
  93. Schedule 2: Compensation: exemptions
  94. Part 1: Interpretation
  95. 1Paragraph 1
  96. Part 2: General exemptions
  97. Statements believed to be true
  98. 2Paragraph 2
  99. Statements by experts
  100. 3Paragraph 3
  101. Correction of statements
  102. 4Paragraph 4
  103. Corrections of statements by experts
  104. 5Paragraph 5
  105. Official statements
  106. 6Paragraph 6
  107. False or misleading information known about
  108. 7Paragraph 7
  109. Belief that supplementary prospectus not called for
  110. 8Paragraph 8
  111. Meaning of “expert”
  112. 9Paragraph 9
  113. Part 3: Further exemption relating to forward-looking statement
  114. “Protected forward-looking statement”
  115. 10Paragraph 10
  116. Exemption from liability
  117. 11Paragraph 11
  118. Schedule 3: Amendments to legislation
  119. Part 1: Amendments to primary legislation
  120. Financial Services and Markets Act 2000
  121. 1Paragraph 1
  122. 2Paragraph 2
  123. 3Paragraph 3
  124. 4Paragraph 4
  125. 5Paragraph 5
  126. 6Paragraph 6
  127. 7Paragraph 7
  128. 8Paragraph 8
  129. 9Paragraph 9
  130. 10Paragraph 10
  131. 11Paragraph 11
  132. 12Paragraph 12
  133. 13Paragraph 13
  134. 14Paragraph 14
  135. 15Paragraph 15
  136. 16Paragraph 16
  137. 17Paragraph 17
  138. 18Paragraph 18
  139. 19Paragraph 19
  140. 20Paragraph 20
  141. 21Paragraph 21
  142. 22Paragraph 22
  143. 23Paragraph 23
  144. Companies Act 2006
  145. 24Paragraph 24
  146. Banking Act 2009
  147. 25Paragraph 25
  148. Financial Services and Markets Act 2023
  149. 26Paragraph 26
  150. Part 2: Amendments to secondary legislation
  151. Financial Services and Markets Act 2000 (Financial Promotion) Order 2005
  152. 27Paragraph 27
  153. 28Paragraph 28
  154. 29Paragraph 29
  155. 30Paragraph 30
  156. 31Paragraph 31
  157. Financial Services and Markets Act 2000 (Qualifying Provisions) Order 2013
  158. 32Paragraph 32
  159. 33Paragraph 33
  160. 34Paragraph 34
  161. 35Paragraph 35
  162. 36Paragraph 36
  163. Part 3: Amendments to assimilated direct legislation
  164. Commission Regulation (EC) No 1569/2007
  165. 37Paragraph 37
  166. Regulation (EU) 2017/2402 of the European Parliament and of the Council
  167. 38Paragraph 38
  168. Explanatory note