Regulatory Update: Changes to the Prospectus and Listing Regime


In March, Lord Hill’s UK Listing Review was published providing 15 recommendations to improve the UK Listing environment. Earlier this month, the HM Treasury and FCA published separate consultations taking forward individual recommendations from the Review. In this webinar, the HM Treasury and FCA will provide an overview of their consultations, including the key areas which they are seeking member views and take member questions.

The webinar will cover the HM Treasury consultation: ‘UK Prospectus Regime Review – A consultation’ which outlines the government’s proposals for replacing overhauling the current prospectus regime. The principal changes proposed include decoupling rules on admissions to trading on stocks markets from restrictions on offers to the public, giving the FCA rule-making power over certain prospectus matter so that rules are not hardwired into primary legislation, and changing the prospectus liability regime to facilitate the provision of forward-looking information by issuers.

We will also cover the FCA Consultation: Primary Markets Effectiveness Review which focuses on how primary markets can work more effectively for both companies and investors. The consultation comprises two sections, the first is a discussion chapter on the purpose of the listing regime, as well as its strengths and weaknesses. The second section relates to proposals for targeted immediate changes to the existing listing rules. These measures include:

  • Allowing dual class share structures (DCSS) within the premium listing segment in certain limited circumstances;
  • Reducing the free float requirement from 25% to 10%;
  • Increasing the minimum market capitalisation threshold for both the premium and standard listing segments for shares in companies other than funds from £700,000 to £50 million; and
  • Making several minor simplifications and modernisations to the Listing Rules, Disclosure Guidance and Transparency Rules and the Prospectus Regulation Rules to ensure they are accessible and reflect current business practices.

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