UK Financial Conduct Authority consults on further proposals for firms operating public offer platforms

The Financial Conduct Authority (FCA) has published a consultation paper (CP25/3) on further proposals to support the implementation and operation of the new public offer platforms (POP) regime. This regime is designed to facilitate companies making public offers of securities to a broad range of investors outside public markets when raising more than GBP5 million. The proposed regime for POPs is part of the new Public Offers and Admissions to Trading Regulations 2024 (POATRs), which were made in January 2024. The POATRs will replace the current UK Prospectus Regulation. CP25/3 aims to ensure a comprehensive set of regulatory requirements are in place for firms operating POPs when the regime comes into force, and to ensure that firms understand the FCA's proposed approach to authorising and supervising firms carrying on this new regulated activity. This consultation was published alongside the FCA's consultation paper on further changes to the public offers and admissions to trading (POAT) regime and the UK Listing Rules (UKLR).

The proposals under the consultation paper clarify how firms can submit their applications at the authorisation gateway point and the potential operation of a transitional regime for existing authorised persons who apply for permission to carry on the new regulated activity. The FCA is also consulting on specific changes to its Handbook in relation to the extension of the compulsory jurisdiction of the Financial Ombudsman Service (FOS) to the new regulated activity of operating a POP and the fees the FCA proposes to charge POP operators. The FCA is also proposing to make some amendments to the Perimeter Guidance section of the FCA Handbook, giving guidance on the POP regime.

Responses to the consultation paper should be submitted by 14 March 2025. The FCA plans to publish final rules for the POATR framework, including rules for firms operating a POP, in summer 2025. Subject to agreement with the Treasury, the FCA then anticipates bringing the new regime for POPs and the broader POATR framework into force in January 2026.

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