The final Prospectus Rules, which also set out the regime for statutory responsibility for prospectuses, will be published, together with the Listing and Disclosure Rules, at the end of June. This means the UK is on track to implement the Prospectus Directive, along with the Market Abuse Directive and revised Listing regime, on 1 July.
The new rules will apply to prospectuses for public offers of securities and admission of securities to trading on a regulated market. The key provisions of the directive are:
- Prospectus Requirements – prescribing the contents and format of prospectuses; allowing issuers to incorporate by reference; allowing the use of three part prospectuses; setting out the exemptions from the requirement to produce prospectuses;
- Approval and Publication of prospectus – setting out procedures for approval or prospectuses and how and where they must be published;
- Passport Rights – introduces administrative measures to facilitate the passporting of prospectuses on a pan-European basis making it easier for companies to raise capital across Europe;
- Third Country Issuers – prospectuses drawn up under a third country's law can be treated as equivalent to directive requirements. This will be determined on a case-by-case basis;
- Other Provisions – requiring issuers to produce annual information updates and the establishment of a qualified investors register.
The new rules governing the listing regime will be divided into three sections which will reflect various elements of the listing process. The Listing Rules – dealing with the requirements to be met on listing; the Disclosure Rules – reflecting the requirements of the Market Abuse Directive; and the Prospectus Rules.
Background
- The FSA published its Consultation Paper 04/16 – The Listing Review and implementation of the Prospectus Directive in October 2004, and its Consultation Paper 05/7 - The Listing Review and Prospectus Directive - Feedback on CP04/8 and CP04/16, near final text and supplementary consultation in April 2005.
- The FSA took on responsibility for listing in May 2000.
- The regulatory objectives of the Financial Services Authority in its capacity as the UK Listing Authority are to formulate and enforce Listing Rules that: provide an appropriate level of protection for investors in listed securities; facilitate access to listed markets for a broad range of enterprises; and seek to maintain the integrity and competitiveness of UK markets for listed securities. In pursuing these objectives the FSA will at all times have regard to the general duty set out in Section 73(1) of the Financial Services and Markets Act 2000.
- The FSA regulates the financial services industry and has four objectives under the Financial Services and Markets Act 2000: maintaining market confidence; promoting public understanding of the financial system; securing the appropriate degree of protection for consumers; and fighting financial crime.
- The FSA aims to promote efficient, orderly and fair markets, help retail consumers achieve a fair deal and improve our business capability and effectiveness.
