The Public Offers and Admissions to Trading (Amendment and Consequential and Transitional Provisions) Regulations 2025 made and published

The Public Offers and Admissions to Trading (Amendment and Consequential and Transitional Provisions) Regulations 2025 have been published, together with an explanatory memorandum. The Regulations make consequential amendments arising out of the commencement of provisions of the Public Offers and Admissions to Trading Regulations 2024 (POATRs), set out transitional provisions in relation to the new regulated activity introduced by the POATRs and make a minor amendment to the UK Financial Conduct Authority's (FCA) investigatory powers provided under the POATRs. The POATRs framework will replace the UK Prospectus Regulation once it takes effect in January 2026.

In particular:

• Regulation 2 substitutes regulation 44 of the POATRs, relating to the power of the FCA to appoint persons to carry out investigations concerning persons who are subject to requirements imposed by, or as a result of, the POATRs.
• Regulation 3 introduces the schedule to the Regulations which contains amendments to various primary legislation (part 1), assimilated direct legislation (part 2) and subordinate legislation (part 3), in connection with the POATRs.
• Regulations 4 and 5 are transitional provisions connected with Regulation 46 of the POATRs, which creates a new regulated activity of operating an electronic system by means of which a qualifying public offer is made (amending the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001).
  • Regulation 4 provides that, subject to meeting certain eligibility criteria, an FCA authorised person who applies for their permission to be varied to include the new regulated activity can benefit from interim permission to carry out the activity while their application is being assessed.
  • Regulation 5 makes similar provision in relation to any related application for permission to approve the content of communications for the purposes of section 21 of FSMA 2000, where the application relates to offers to be made by means of an electronic system operated in the course of carrying on the new regulated activity.

The Regulations were made on 13 October. Regulation 2 comes into force 21 days after the Regulations were made. The remaining provisions come into force on the day on which the revocation of the Prospectus Regulation by section 1(1) of, and Schedule 1 to, FSMA 2023 comes into force.

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