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Explanatory note

Original text. Later amendments are not shown.

(This note is not part of the Regulations)

These Regulations are the 11th commencement regulations made under the Financial Services and Markets Act 2023 (c. 29) (“the Act”).

Section 1 of the Act revokes and repeals assimilated law referred to in Schedule 1 to the Act. These Regulations bring into force section 1(1) of the Act so far as it relates to the revocation of certain provisions referred to in Schedule 1 to the Act. In particular—

  • regulation 2 commences the revocation of Commission Delegated Regulation (EU) 2017/565 of 25 April 2016 supplementing Directive 2014/65/EU of the European Parliament and of the Council as regards organisational requirements and operating conditions for investment firms and defined terms used for the purposes of that Directive (“the Organisational Requirements Regulation”) on 23rd October 2025;

  • regulations 4, 6 and 9(a) and (b) commence the revocation of certain provisions of Regulation (EU) 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Regulation (EU) No 648/2012 (“MiFIR”) on 1st December 2025 (systematic internalisers), 30th March 2026 (waivers for equity instruments) and 1st January 2027 (ancillary activities) respectively;

  • regulations 9(a), (c) and (d) and 10 commence the revocation of a further set of linked provisions concerning ancillary activities on 1st January 2027 and 1st January 2028 respectively;

  • regulation 5 commences the revocation on 19th January 2026 of instruments that concern the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market;

  • regulation 7 commences the revocation on 6th April 2026 of instruments that concern the information documents to be provided to retail investors for certain types of investments.

Section 2 of the Act makes transitional amendments to assimilated law referred to in Schedule 1 to the Act before it is revoked. These Regulations commence section 2(1) of the Act so far as it relates to certain transitional amendments set out in Schedule 2 to the Act. In particular—

  • regulation 3 commences a transitional amendment to MiFIR on 26th November 2025 and concerns waivers for equity instruments;

  • regulation 8 commences transitional amendments to the Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2017 (S.I. 2017/701) on 6th July 2026 and concerns over the counter commodity derivatives.

Regulation 11 makes saving provision in relation to the Organisational Requirements Regulation, whose revocation is commenced by regulation 2. This saving provision ensures that the revocation of the Organisational Requirements Regulation does not apply in relation to PISCES operators under the Financial Services and Markets Act 2023 (Private Intermittent Securities and Capital Exchange System Sandbox) Regulations 2025 (S.I. 2025/583) (“the PISCES Regulations”) until the earlier of the dates specified in this saving provision. For the purposes of this note, the term “PISCES operators” has the meaning given in the PISCES Regulations.

Regulation 12 makes saving provision in relation to the legislation whose revocation is commenced by regulation 5. The saving relates to cases where—

  • an offer of transferable securities to the public is first made before 19th January 2026,

  • a request for the admission of transferable securities to trading on a regulated market is made before that date,

  • a prospectus is approved by the Financial Conduct Authority before that date, or

  • a reference is made to the Upper Tribunal in respect of a decision before that date to refuse the approval of a prospectus.

A full impact assessment has not been produced for this instrument as no, or no significant, impact on the private, voluntary or public sector is foreseen. A full impact assessment has been published in relation to the Act and copies can be obtained from HM Treasury, 1 Horse Guards Road, London, SW1A 2HQ or at https://bills.parliament.uk/publications/49053/documents/2621.