{
  "url": "https://openlegislation.uk/public-offers-and-admissions-to-trading-amendment-and-consequential-and-transitional-provisions-regulations-2025/note",
  "json_url": "https://openlegislation.uk/public-offers-and-admissions-to-trading-amendment-and-consequential-and-transitional-provisions-regulations-2025/note.json",
  "legislation": "uksi/2025/1076",
  "legislation_title": "The Public Offers and Admissions to Trading (Amendment and Consequential and Transitional Provisions) Regulations 2025",
  "legislation_url": "https://openlegislation.uk/public-offers-and-admissions-to-trading-amendment-and-consequential-and-transitional-provisions-regulations-2025",
  "path": "note",
  "kind": "note",
  "number": null,
  "heading": "Explanatory note",
  "text": "(This note is not part of the Regulations)\nThese Regulations amend the Public Offers and Admissions to Trading Regulations 2024 (S.I. 2024/105) (“the 2024 Regulations”) and contain consequential amendments and transitional provisions relating to those Regulations.\nThe revocation by the Financial Services and Markets Act 2023 (c. 29) of Regulation (EU) 2017/1129 of the European Parliament and the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market and repealing Directive 2003/71/EC has not yet been brought into force. So the provisions of the 2024 Regulations that are due to come into force on the “main commencement day” (as defined in regulation 2(3) of those Regulations) are not yet in force. Regulation 1(2) of these Regulations provides for these Regulations to come into force at the same time.\nRegulation 2 amends the 2024 Regulations by substituting a new regulation 44 relating to the power of the Financial Conduct Authority (“the FCA”) to appoint persons to carry out investigations relating to persons who are subject to requirements imposed as a result of those Regulations.\nRegulation 3 introduces the Schedule, which contains amendments of other enactments in connection with the 2024 Regulations. These include, in paragraph 37, an amendment updating references to FCA rules in article 2 of the Supervision of Accounts and Reports (Prescribed Body) and Companies (Defective Accounts and Reports) (Authorised Person) Order 2021 (S.I. 2021/465).\nRegulations 4 and 5 are transitional provisions connected with regulation 46 of the 2024 Regulations, which amends the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (S.I. 2001/544) so as to create a new regulated activity of operating an electronic system by means of which a qualifying public offer is made.\nRegulation 4 provides that, in certain circumstances, where a person who is already an authorised person for the purposes of the Financial Services and Markets Act 2000 (c. 8) (“FSMA 2000”) applies to the FCA for the person’s Part 4A permission to be varied to include the new regulated activity, the person is to be treated during the interim permission period determined under regulation 4(4) as if the Part 4A permission were varied to include that activity.\nRegulation 5 makes similar provision in relation to any related application under section 55NA of FSMA 2000 for the grant of permission to approve the content of communications for the purposes of section 21 of that Act, where that application relates to offers to be made by means of an electronic system operated in the course of carrying on the new regulated activity. During the interim exemption period determined under regulation 5(7) the applicant is in certain circumstances exempt from the requirement in section 55NA(1).\nA 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 de minimis impact assessment is available from HM Treasury, 1 Horse Guards Road, London SW1A 2HQ and is published with the Explanatory Memorandum alongside this instrument at www.legislation.gov.uk.",
  "extent": null,
  "status": null,
  "version": "current",
  "annotations": [],
  "outstanding_effects": [],
  "provenance": {
    "source": "legislation.gov.uk",
    "source_url": "https://www.legislation.gov.uk/uksi/2025/1076/note",
    "retrieved_at": "2026-10-28T21:10:55.490430+00:00"
  },
  "licence": "Open Government Licence v3.0",
  "licence_url": "https://www.nationalarchives.gov.uk/doc/open-government-licence/version/3/",
  "attribution": "Contains public sector information licensed under the Open Government Licence v3.0. Source: legislation.gov.uk, The National Archives."
}