FCA sets out rules and proposals to build up UK wholesale markets

Proposals for new public offers and admissions to trading regime 

Key to the package are proposed rules to establish the new Public Offers and Admissions to Trading Regime (POATRs), which will replace the existing UK Prospectus Regulation.

Under the proposals, companies will still be required to publish a prospectus when first admitting securities to public markets. However, a prospectus would not be required when a company raises further capital except in limited circumstances.

Together with other existing disclosure obligations, these proposals will make sure investors get the information they need while significantly reducing the costs associated with further capital raises for companies.

The FCA is also consulting on proposals for a new activity of operating a public offer platform. These platforms will offer an alternative route for companies to raise capital outside public markets including from retail investors. The introduction of the platforms should promote scale-up capital raising for smaller companies while ensuring that investors get the right disclosures on the key terms and risks of an investment.

Final rules on new payment option for investment research

The FCA has also confirmed new rules that give asset managers greater freedom in how they pay for investment research, by allowing the ‘bundling’ of payments for research and trade execution. These new rules aim to improve competition in the market for the benefit of investors. The new payment option is also compatible with rules in other jurisdictions, making it easier for asset managers to buy research across borders.

The FCA has engaged extensively as part of developing these rules. Following careful consideration of responses to the consultation, significant changes have been made to the conditions attached to using the new payment option. The FCA wants to make sure it is operationally efficient to use and adaptable to different types of firms, but also make sure it secures an appropriate degree of protection for consumers, and there is not a return to historic poor practice in this area.

The final part of the package is a consultation outlining proposals for the derivatives trading obligations to help improve the regulation of secondary markets, reduce systemic risk and disruption to firms.

Sarah Pritchard, executive director of markets and international at the FCA said: 'The package we have set out today, alongside our recent reforms to the listing rules[2], will help to strengthen the UK’s position in wholesale markets. We know we need to strike the right balance between protection for investors and allowing capital markets to thrive.

'With that in mind, we have engaged extensively and broadly in developing the final set of rules to support a thriving investment research market. We are also setting out key reforms to the prospectus regime, and welcome engagement from the sector so that we can get the balance right before deciding the final regime.

'Putting the right information in the hands of investors and removing unnecessary costs will help further bolster the market.'

Notes to editors

1. Read the consultation papers on public offer platforms[3], POATRs[4] and derivatives[5]
2. Comments on the proposals for the POATRs and the public offer platforms should be sent to the FCA by 18 October 2024
3. Comments on the proposals for the derivatives trading obligations consultation should be sent to the FCA by 30 September 2024
4. Read PS24/9: Payment optionality for investment research[6]
5. The FCA is proposing to bring secured overnight financing rate (SOFR) overnight indexed swap (OIS) in scope of the derivatives trading obligation and to introduce exemptions for transactions arising from certain risk reduction services. The FCA is also consulting on how it intends to use its new power of direction to maintain trading options currently available to firms under the Temporary Transitional Power[7], to avoid disruption when that power expires at the end of 2024.