The Prospectus (Amendment etc.) (EU Exit) Regulations 2019

EXPLANATORY NOTE

(This note is not part of the Regulations)

These Regulations are made in exercise of the powers conferred by section 8(1) of the European Union (Withdrawal) Act 2018 (c. 16), in order to address failures of retained EU law to operate effectively and other deficiencies arising from the withdrawal of the UK from the European Union. The deficiencies fall within section 8(2)(a) to (e) and (g) of that Act.

Part 2 amends the Financial Services and Markets Act 2000 (c.8) (“the 2000 Act”).

Part 3 amends the Official Listing of Securities, Prospectus and Transparency (Amendment etc.) (EU Exit) Regulations 2019 (S.I. 2019/707).

Part 4 amends other secondary legislation.

Part 5 amends retained EU law. Chapter 1 amends Regulation (EU) No 2017/1129 of the European Parliament and of 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 (“the Prospectus Regulation”). Chapter 2 amends Commission Delegated Regulation (EU) 2019/980 of 14 March 2019 supplementing Regulation (EU) 2017/1129 of the European Parliament and the Council as regards the format, content, scrutiny and approval of the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Commission Regulation (EC) No 809/2004 (the Commission Regulation). Chapter 3 amends Commission Regulation (EC) No 1569/2007 of 21 December 2007 establishing a mechanism for the determination of equivalence of accounting standards applied by third country issuers of securities pursuant to Directives 2003/71/EC and 2004/109/EC of the European Parliament and of the Council. Chapter 4 amends Annex 9 to the EEA Agreement.

Part 6 provides transitional provisions in relation to passporting provisions which are removed from the Prospectus Regulations with effect from exit day.

The Schedule amends the Annexes to the Prospectus Regulation.

These Regulations refer to sourcebooks made by the Financial Conduct Authority under the 2000 Act. Sourcebooks are available on https://www.handbook.fca.org.uk/handbook and copies of the rules referred to can be obtained from the Financial Conduct Authority, 12 Endeavour Square, London E20 1JN, where they are also available for inspection.

An impact assessment has not been produced for this instrument as no, or no significant, impact on the private or voluntary sector is foreseen.