Earlier this week HM Treasury published the outcome of its UK Prospectus Regime Review. As proposed in the July 2021 consultation paper, the government will be replacing the current prospectus regime it inherited from the EU Prospectus Regulation. The main aims of the reform are simplifying regulation in this area; making it more agile and dynamic; facilitating wider participation in the ownership of public companies and improving the quality of information received by investors. The key areas of change are noted below.
The government will legislate when Parliamentary time allows; however, as the FCA will have greater responsibility to set out the detail of the new regime through rules, and will need to undergo further consultations in order to make the rule changes, it will be some time before we not see the full effect of the reform.
For details of the original proposals, please see our client note : Radical prospectus reform.
Issuers should bear in mind that, although the UK will be departing from the EU prospectus regime, the EU rules and thresholds will remain relevant when offering into EU jurisdictions.