Clifford Chance
The New UK Prospectus Regime – Filling in the Blanks
29 August 2024
Over the summer, the FCA took a further step towards "filling in the blanks" of the replacement UK prospectus regime.
Consultation Paper CP24/12, published by the FCA at the end of July, sets out the FCA's policy conclusions on the detail of the UK public offer and admission to trading (POATRs) regime. The 360-page paper also includes draft rules for the FCA Handbook and draft Annexes with proposed prospectus disclosure requirements.
The deadline for comments on the FCA Consultation is not until mid-October. Moreover, the FCA has indicated that it is planning a separate consultation later this year on the UK retail debt market, likely in "late Q4".
Nonetheless, we have prepared a high-level briefing on CP24/12, outlining key aspects and their impact for debt issuance. In the briefing, we indicate some of the areas where we will be following up with the UK FCA with requests for further clarifications. Additionally, with the EU prospectus regime also in flux, we have highlighted not only how the FCA proposals differ from the current UK regime but, also, how they differ from current and future EU requirements.
Blacklines of annexes referenced in the briefing:
