The Public Offers and Admissions to Trading Regulations 2024

PART 1Introductory

1Citation and extent

3Interpretation

4“Transferable securities”

5“Relevant securities”

6Meaning of “excluded securities” in regulation 5

7“Offer of relevant securities to the public”

8“Primary MTF”

PART 2Designated activities

9Designated activities: public offers of relevant securities

10Designated activities: admissions to trading on regulated market

11Designated activities: admissions to trading on primary MTF

PART 3Regulation of public offers and admissions to trading

Prohibition of public offers of relevant securities

12Prohibition of public offers of relevant securities

13Disclosure of information

Rule-making powers of FCA

14FCA rules relating to admissions to trading on regulated market

15FCA rules relating to admissions to trading on primary MTF

16Qualified investor condition in regulation 15(2)(a)

17FCA rules relating to public offers unconnected with admissions to trading

18Further provision about regulated market admission rules

19Matters to which FCA must have regard when making certain rules

20Waiver or modification of rules

21“Prospectus”, “MTF admission prospectus” and “supplementary prospectus”

22Responsibility for prospectus or MTF admission prospectus

23General requirements to be met by a prospectus or MTF admission prospectus

24Issuers established outside UK: presentation of historical financial information

25Exemptions from disclosure

26Consideration of applications

27Procedure for decision to refuse an application

28Requirements to include information or to provide information or documents

29Power to refuse to accept applications or to prohibit validation or publication

30Compensation for statements in prospectus etc

31Provisions supplementary to regulation 30

Further powers of FCA

32Withdrawal rights

33FCA’s power to require information

34Powers exercisable to protect investors or advance FCA’s operational objectives

35Power to suspend, restrict or prohibit offer to the public

36Power to suspend, restrict or prohibit admission to trading on regulated market

37Power to suspend or prohibit trading on a trading facility

38Regulations 34 to 37: procedure and right to refer to Tribunal

39Public censure

40Penalties for contraventions

41Regulations 39 and 40: procedure and right to refer to Tribunal

42Statement of policy

43Statements of policy: procedure

44Appointment by FCA of persons to carry out investigations

45Reporting of infringements

PART 4Amendments to Financial Services and Markets Act 2000 (Regulated Activities) Order 2001

46Operating an electronic system for public offers of relevant securities

PART 5Amendments to other legislation

47Amendments to other legislation

PART 6Transitional and saving provisions

48Saving provisions

49References to Tribunal

50Decisions to refuse to accept applications etc

SCHEDULE 1Exceptions from prohibition on offers to the public

PART 1Offers not contravening prohibition

General exceptions

1An offer of relevant securities to the public where the...

2An offer of relevant securities made solely to qualified investors...

3An offer of relevant securities made to fewer than 150...

4An offer of relevant securities whose denomination per unit amounts...

5An offer of relevant securities made to persons who acquire...

Offer of transferable securities admitted or to be admitted to trading

6An offer of transferable securities where— (a) the offer is...

Offers to existing holders of shares

7An offer of shares in substitution for shares of the...

8Dividends that are paid out to persons who hold shares—...

Offer to persons already connected with offeror company

9(1) An offer that is made by or on behalf...

Offer in connection with takeovers etc

10(1) An offer of relevant securities of the offeror or...

Offer of securities to directors or employees

11(1) An offer of relevant securities that—

Securities offered under banking or central counterparty special resolution regime

12An offer of relevant securities resulting from the conversion or...

Offer made by means of a regulated platform

13(1) An offer of relevant securities that is made by...

PART 2Supplementary provisions relating to Part 1

14In determining whether paragraph 1 is satisfied in relation to...

15(1) In paragraphs 2 and 3, “qualified investor”, in relation...

16Where— (a) a person (“the client”) who is not a...

17For the purposes of paragraph 3, the making of an...

18(1) For the purposes of Part 1 of this Schedule,...

SCHEDULE 2Compensation: exemptions

PART 1Interpretation

1In this Schedule, “prospectus” includes an MTF admission prospectus.

PART 2General exemptions

Statements believed to be true

2(1) In this paragraph “statement” means— (a) any untrue or...

Statements by experts

3(1) In this paragraph “statement” means a statement included in...

Correction of statements

4(1) In this paragraph “statement” has the same meaning as...

Corrections of statements by experts

5(1) In this paragraph “statement” has the same meaning as...

Official statements

6A person (D) does not incur any liability under regulation...

False or misleading information known about

7A person (D) does not incur any liability under regulation...

Belief that supplementary prospectus not called for

8(1) A person (D) does not incur any liability under...

Meaning of “expert”

9“Expert” includes any engineer, valuer, accountant or other person whose...

PART 3Further exemption relating to forward-looking statement

“Protected forward-looking statement”

10(1) For the purposes of this Part of this Schedule,...

Exemption from liability

11(1) Unless the condition in sub-paragraph (2) is met, a...

SCHEDULE 3Amendments to legislation

PART 1Amendments to primary legislation

Financial Services and Markets Act 2000

1FSMA 2000 is amended as follows.

2(1) Section 73A (Part 6 rules) is amended as follows....

3In section 79 (listing particulars and other documents), in subsection...

4For the italic heading immediately before section 84 substitute “Contravention...

5Omit section 84 (matters which may be dealt with by...

6(1) Section 85 (prohibition of dealing etc in transferable securities...

7Omit sections 86 to 87O (which relate to public offers,...

8(1) Section 90 (compensation for statements in listing particulars or...

9(1) Section 91 (penalties for breach of Part 6 rules)...

10(1) Section 97 (appointment by FCA of persons to carry...

11Omit section 97A (reporting of infringements).

12In section 102A (meaning of “securities” etc.), omit subsection (6)(a)....

13Omit section 102B (meaning of “offer of transferable securities to...

14In section 103 (interpretation of Part 6), in subsection (1),...

15In section 138E (limits on effect of contravening rules), in...

16In section 176 (entry of premises under warrant), in subsection...

17In section 391 (publication)— (a) in subsection (1ZB)—

18Omit section 391F (publication: special provisions relating to prospectus regulation)....

19In section 392 (application of sections 393 and 394)—

20In section 395 (FCA’s and PRA’s procedures), in subsection (13)—...

21In section 398 (misleading FCA or PRA: residual cases), in...

22In Schedule 10A (liability of issuers in connection with published...

23Omit Schedule 11A (transferable securities), so far as remaining in...

Companies Act 2006

24In section 474 of the Companies Act 2006 (minor definitions...

Banking Act 2009

25In section 48L of the Banking Act 2009 (powers in...

Financial Services and Markets Act 2023

26In Schedule 11 to the Financial Services and Markets Act...

PART 2Amendments to secondary legislation

Financial Services and Markets Act 2000 (Financial Promotion) Order 2005

27The Financial Services and Markets Act 2000 (Financial Promotion) Order...

28In article 2 (interpretation: general), in paragraph (1), after the...

29In article 68 (promotions in connection with admission to certain...

30(1) Article 70 (promotions included in listing particulars etc.) is...

31In article 7l (material relating to prospectus for public offer...

Financial Services and Markets Act 2000 (Qualifying Provisions) Order 2013

32The Financial Services and Markets Act 2000 (Qualifying Provisions) Order...

33In article 1 (citation, commencement and interpretation), in paragraph (2),...

34In article 2 (qualifying provisions: general), omit paragraph (14).

35In article 5 (qualifying provisions: injunctions and restitution), omit paragraphs...

36In article 6 (qualifying provisions: fees), omit paragraph (2)(t).

PART 3Amendments to assimilated direct legislation

Commission Regulation (EC) No 1569/2007

37(1) Commission Regulation (EC) No 1569/2007 of 21 December establishing...

Regulation (EU) 2017/2402 of the European Parliament and of the Council

38(1) Regulation (EU) 2017/2402 of the European Parliament and of...

2024 No. 105

Financial Services And Markets

The Public Offers and Admissions to Trading Regulations 2024

Made29th January 2024

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 20001.

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 20002, a draft of this instrument has been laid before, and approved by a resolution of, each House of Parliament.