Clifford Chance
The New UK Prospectus Regime and UK Listing Rules – Filling in the Blanks, Part 2: The “Retail Piece” – CP25/2
17 February 2025
In this latest briefing – a companion piece to our August 2024 briefing on CP24/12 - we explore the practical implications of the FCA's CP25/2 proposals, published on 31 January 2025.
Consultation CP25/2 builds on the earlier FCA July 2024 consultation (CP24/12) on the proposed new public offers and admission regime and on prospectus requirements and content. CP25/2 primarily focuses on the FCA’s aim to promote low-denomination bond issuance. It also includes a number of minor changes, including to the UK Listing Rules.
What's new?
- A single prospectus disclosure standard for both high- and low-denomination bonds
- New "non-complex listed corporate bonds" – a 'simple' product, suitable for "mass retail"
- Streamlined listing processes for further issuances
Finally, our briefing annexes a high-level flowchart "Accessing UK investors under new UK prospectus and UK CCI regimes". This navigates through the FCA proposals under CP24/12 and CP25/2, as well as the proposals in CP24/30 (the FCA consultation paper on the UK consumer composite investments regime which will replace UK PRIIPs).
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