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The Public Offers and Admissions to Trading Regulations 2024

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FCA rules relating to admissions to trading on primary MTF

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15.—(1) The FCA may make designated activity rules relating to—

(a)the carrying on of any of the activities specified in regulation 9—

(i)in connection with an admission, or proposed admission, of transferable securities to trading on a primary MTF, or

(ii)in relation to transferable securities that have already been admitted, or are of a class that has already been admitted, to trading on a primary MTF, or

(b)the carrying on of any of the activities specified in regulation 11.

(2) Designated activity rules made by virtue of this regulation may make provision—

(a)requiring the operator of a primary MTF that does not meet the qualified investor condition in regulation 16 to include in its rules provision requiring the issuer of transferable securities or a person requesting the admission of transferable securities to trading—

(i)in such cases as may be specified in the designated activity rules, to publish a document described as an MTF admission prospectus, as a condition of the admission of the transferable securities to trading on a primary MTF, and

(ii)in such cases as may be so specified, to publish a supplementary prospectus;

(b)relating to the communication of an advertisement relating to the admission, or proposed admission, of transferable securities to trading on a primary MTF.

(3) Apart from the provision mentioned in paragraph (2), designated activity rules made by virtue of this regulation may only make the provision mentioned in—

(a)regulation 22 (responsibility for prospectus or MTF admission prospectus),

(b)regulation 32 (withdrawal rights), and

(c)paragraph 10 (protected forward-looking statements) of Schedule 2 (compensation: exemptions).

(4) Designated activity rules made by virtue of this regulation may not—

(a)impose requirements as to the content of an MTF admission prospectus or a supplementary prospectus relating to an MTF admission prospectus, or

(b)require an MTF admission prospectus, or a supplementary prospectus relating to an MTF admission prospectus, to be reviewed or approved by the FCA.

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