On June 29, 2018, the Financial Services and Markets Act 2000 (Prospectus and Markets in Financial Instruments) Regulations 2018, dated June 27, 2018, was laid before Parliament. The U.K. Regulations will come into force on July 21, 2018, implementing parts of the Prospectus Regulation that will apply from that date. The remainder of its provisions take effect on July 21, 2019. The Prospectus Regulation, which will replace the existing Prospectus Directive, sets out the requirements for a prospectus to be published when securities are offered to the public or admitted to trading on a regulated market. The Prospectus Regulation aims to simplify the rules and administrative obligations for companies wishing to issue shares or debt on the market and reducing the costs of preparing a prospectus, thus fostering cross-border investments in the single market, while at the same time still enabling investors to make informed investment decisions.
U.K. law is not needed to transpose the Prospectus Regulation, which will be directly applicable across the EU. However, certain U.K. legislation will need to be amended to ensure that there is no conflict of laws. The U.K. Regulations amend the Financial Services and Markets Act by increasing the threshold, from €5 million to €8 million, for which a prospectus is required for an offer of securities to the public within the U.K. The U.K. Regulations also amend the U.K. legislation that implemented the Markets in Financial Instruments Directive, including by correcting the definition of a MiFID investment firm.
The U.K. Regulations (S.I. 2018/786) are available at: http://www.legislation.gov.uk/uksi/2018/786/pdfs/uksi_20180786_en.pdf?_sm_au_=iVVM5DMRPQTJQZTQ and the explanatory memorandum is available at: http://www.legislation.gov.uk/uksi/2018/786/pdfs/uksiem_20180786_en.pdf_sm_au_=iVVM5DMRPQTJQZTQ.
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