EEA

• Prospectus regime: There is a standardised regime governing securities prospectuses across the European Economic Area (EEA). An issuer or offeror of securities must prepare a prospectus where an offer is made to the public in the EEA or an application is made for securities to be admitted to trading on an EEA regulated market. From 21 July 2019, the Prospective Directive regime under (2003/71/EC) was replaced in full by Regulation (EU) 2017/1129 and underlying legislation. The prospectus regime under the 2017 Prospectus Regulation is commonly referred to as "PD3". A new Regulation (Regulation (EU) 2024/2809) published as part of the EU Listing Act package, which came into force on 4 December 2024, makes changes to Regulation 2017/1129, with staggered application – see below.   

• On-going transparency regime: In the EEA, the Transparency Directive places on-going disclosure obligations on issuers, once listed on an EEA regulated market.

UK

• Following Brexit, both EEA regimes were “onshored”, with very few changes, via the European Union (Withdrawal) Act 2018. That largely remains the case for now, although, for the avoidance of doubt, the UK regime was not impacted by recent EU Listing Act changes made to the EU regime from 4 December 2024.  However, the UK prospectus regime will soon be replaced entirely by a replacement, UK-specific regime – see “On the horizon (and recent changes)” below. 

On the horizon (and recent changes)

EEA prospectus regime changes: Regulation (EU) 2024/2809 (part of the EU Listing Act package), was published in the official Journal on 14 November 2024 came into force on 4 December 2024.  It makes changes to EU Prospectus Regulation (Regulation (EU) 2017/1129 in stages (4 December 2024; 5 March 2026 and 5 June 2026) - and with some grandfathering for prospectuses that have already been approved before the changes take effect.  See our April 2024 briefing for more detail on the staggered application. Briefly, though, the changes taking effect in 2026 are largely those for which secondary measures are required and ESMA launched a consultation some of those Level 2 measures on 28 October 2024 (consultation deadline: 31 December 2025). Changes applying from 4 December are largely optional (such as, the ability to include future financial statements, and greater flexibility with regard to fungible issuance, greater flexibility on language for retail issues), although other changes have general application (such as, extending an investor withdrawal period to 3 working days).  Please contact your usual Clifford Chance contact to see our 14 November 2024 manipulated blackline reference tool which shows changes and application.   

UK prospectus regime changes: The UK Prospectus Regulation currently remains almost identical to the EEA Prospectus Regulation. That will change next year, however, with changes to the UK prospectus regime as part of the UK Government's 'Edinburgh Reforms' package to UK financial services legislation announced on 9 December 2022. Proposals in the Edinburgh Reform Package build on earlier HMT and FCA consultations:

Changes to the UK prospectus regime are being created pursuant to the UK Financial Services and Markets Act 2023 and powers, whereby many powers are delegated by the government to the UK FCA (see our UK Financial Services and Markets Act Topic Guide).  

Accordingly, the new UK prospectus regime is being created in two separate parts:

UK SI: The framework for the UK’s prospectus regime is contained in a UK Statutory Instrument made on 29 January 2024: the Public Offers and Admissions to Trading Regulations 2024 (the "UK SI", often referred to by the acronym "POATRs"). See our Clifford Chance briefing "The New UK Public Offers and Admission to Trading Regime - Impact on Debt Capital Markets" dated 24 April 2024. (The final UK SI followed the July 2023 Policy Note and near-final UK SI, and the earlier December 2022 Policy Note and draft, illustrative UK SI published by HM Treasury alongside the Edinburgh Reforms announcement.) However, even though the UK SI has been made, the UK SI will only enter fully into force on the same day that revocation of the "assimilated law" UK Prospectus Regulation by s.1(1) and Schedule 1 of FSMA 2023 takes place - and that is likely to be in Spring or Summer 2025.

FCA rules - July 2024 CP24/12 and further FCA retail consultation to following Q1 2025: The more detailed content under the new framework, to complete the new public offer and admission to trading regime, will be provided by the UK FCA. On 26 July 2024, the FCA published a consultation (CP24/12) on its proposals for new rules in relation to the new UK SI or POATRs. 

This focused on proposals for securities being admitted to a regulated market or primary multilateral trading facility (MTF) and had a deadline for comments of 18 October 2024.

Progress and background can be tracked on the UK FCA webpage.

See our 29 August 2024 high-level Clifford Chance briefing "The New UK Prospectus Regime – Filling in the blanks" which highlights the implications for debt of the CP24/12 proposals. The FCA indicated that rules are likely to be made in the first half of 2025 - although the FCA has also indicated that it will combine the outcome of that consultation with the outcome of a further consultation planned by the FCA for Q1 2025 about facilitating retail access to the markets. The briefing compares proposals with current UK requirements, as a well as current and future EU regime requirements.

CP24/12 also contains a full suite of suggested prospectus disclosure Annexes.  For ease of reference, we prepared blacklines of four of the main debt Annexes, showing how proposals differ from the current UK prospectus regime:

• Blackline - Annex 6 - Retail debt - registration doc
• Blackline - Annex 7 - Wholesale debt - registration doc
• Blackline - Annex 14 - Retail debt - securities note
• Blackline - Annex 15 – Wholesale debt - securities note

For those wishing to look into further background to the Consultation, CP24/12 follows on from the FCA's market engagement last year (2023). The engagement process was summarised in the UK FCA 12 December 2023 summary of feedback received on its six Engagement Papers published in May and July 2023. The 2023 Engagement Papers were:

• Engagement Paper 1 - admission to trading on a regulated market; 
• Engagement Paper 2 - further issuances of equity on regulated markets; 
• Engagement Paper 3 - protected forward-looking statements; 
• Engagement Paper 4 - non-equity securities; 
• Engagement Paper 5 - The public offer platform; and 
• Engagement Paper 6 - Primary multilateral trading facilities.

As well as CP24/12, on 26 July 2024 the FCA also published a parallel consultation on the new regime for public offer platforms (CP24/13).

The FCA also indicated in CP24/12 that a further consultation will follow in Q4 of 2024 to consider removing barriers to low denomination securities issuance and encouraging retail participation - although latest news is that it will now be "Q1 2025".