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Public Offers and Admissions to Trading Regulations 2024 [SI 2024 No. 105]Introductory TextPart 1 Introductory (regs. 1-8)Regulation 1 Citation and extentRegulation 2 CommencementRegulation 3 InterpretationRegulation 4 "Transferable securities"Regulation 5 "Relevant securities"Regulation 6 Meaning of "excluded securities" in regulation 5Regulation 7 "Offer of relevant securities to the public"Regulation 8 "Primary MTF"Part 2 Designated activities (regs. 9-11)Regulation 9 Designated activities: public offers of relevant securitiesRegulation 10 Designated activities: admissions to trading on regulated marketRegulation 11 Designated activities: admissions to trading on primary MTFPart 3 Regulation of public offers and admissions to trading (regs. 12-45)Prohibition of public offers of relevant securities (regs. 12-13)Regulation 12 Prohibition of public offers of relevant securitiesRegulation 13 Disclosure of informationRule-making powers of FCA (regs. 14-20)Regulation 14 FCA rules relating to admissions to trading on regulated marketRegulation 15 FCA rules relating to admissions to trading on primary MTFRegulation 16 Qualified investor condition in regulation 15(2)(a)Regulation 17 FCA rules relating to public offers unconnected with admissions to tradingRegulation 18 Further provision about regulated market admission rulesRegulation 19 Matters to which FCA must have regard when making certain rulesRegulation 20 Waiver or modification of rulesProspectuses (regs. 21-31)Regulation 21 "Prospectus", "MTF admission prospectus" and "supplementary prospectus"Regulation 22 Responsibility for prospectus or MTF admission prospectusRegulation 23 General requirements to be met by a prospectus or MTF admission prospectusRegulation 24 Issuers established outside UK: presentation of historical financial informationRegulation 25 Exemptions from disclosureRegulation 26 Consideration of applicationsRegulation 27 Procedure for decision to refuse an applicationRegulation 28 Requirements to include information or to provide information or documentsRegulation 29 Power to refuse to accept applications or to prohibit validation or publicationRegulation 30 Compensation for statements in prospectus etcRegulation 31 Provisions supplementary to regulation 30Further powers of FCA (regs. 32-45)Regulation 32 Withdrawal rightsRegulation 33 FCA’s power to require informationRegulation 34 Powers exercisable to protect investors or advance FCA’s operational objectivesRegulation 35 Power to suspend, restrict or prohibit offer to the publicRegulation 36 Power to suspend, restrict or prohibit admission to trading on regulated marketRegulation 37 Power to suspend or prohibit trading on a trading facilityRegulation 38 Regulations 34 to 37: procedure and right to refer to TribunalRegulation 39 Public censureRegulation 40 Penalties for contraventionsRegulation 41 Regulations 39 and 40: procedure and right to refer to TribunalRegulation 42 Statement of policyRegulation 43 Statements of policy: procedureRegulation 44 Appointment by FCA of persons to carry out investigationsRegulation 45 Reporting of infringementsPart 4 Amendments to Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (reg. 46)Regulation 46 Operating an electronic system for public offers of relevant securitiesPart 5 Amendments to other legislation (reg. 47)Regulation 47 Amendments to other legislationPart 6 Transitional and saving provisions (regs. 48-50)Regulation 48 Saving provisionsRegulation 49 References to TribunalRegulation 50 Decisions to refuse to accept applications etcPart 7 Review (reg. 51)Regulation 51 ReviewSchedulesSchedule 1 Exceptions from prohibition on offers to the publicSchedule 1, Part 1 Offers not contravening prohibition (paras. 1-13)Schedule 1, Part 2 Supplementary provisions relating to Part 1 (paras. 14-18)Schedule 2 Compensation: exemptionsSchedule 2, Part 1 Interpretation (para. 1)Schedule 2, Part 2 General exemptions (paras. 2-9)Schedule 2, Part 3 Further exemption relating to forward-looking statement (paras. 10-11)Schedule 3 Amendments to legislationSchedule 3, Part 1 Amendments to primary legislation (paras. 1-26)Schedule 3, Part 2 Amendments to secondary legislation (paras. 27-36)Schedule 3, Part 3 Amendments to assimilated direct legislation (paras. 37-38)SignatureExplanatory NoteExplanatory MemorandumImpact Assessment
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Version status: Partly in force | Document consolidation status: Updated to reflect all known changes
Published date: 29 January 2024

Public Offers and Admissions to Trading Regulations 2024 [SI 2024 No. 105]

Introductory Text
Part 1 Introductory (regs. 1-8)
Regulation 1 Citation and extent
Regulation 2 Commencement
Regulation 3 Interpretation
Regulation 4 "Transferable securities"
Regulation 5 "Relevant securities"
Regulation 6 Meaning of "excluded securities" in regulation 5
Regulation 7 "Offer of relevant securities to the public"
Regulation 8 "Primary MTF"
Part 2 Designated activities (regs. 9-11)
Regulation 9 Designated activities: public offers of relevant securities
Regulation 10 Designated activities: admissions to trading on regulated market
Regulation 11 Designated activities: admissions to trading on primary MTF
Part 3 Regulation of public offers and admissions to trading (regs. 12-45)
Prohibition of public offers of relevant securities (regs. 12-13)
Regulation 12 Prohibition of public offers of relevant securities
Regulation 13 Disclosure of information
Rule-making powers of FCA (regs. 14-20)
Regulation 14 FCA rules relating to admissions to trading on regulated market
Regulation 15 FCA rules relating to admissions to trading on primary MTF
Regulation 16 Qualified investor condition in regulation 15(2)(a)
Regulation 17 FCA rules relating to public offers unconnected with admissions to trading
Regulation 18 Further provision about regulated market admission rules
Regulation 19 Matters to which FCA must have regard when making certain rules
Regulation 20 Waiver or modification of rules
Prospectuses (regs. 21-31)
Regulation 21 "Prospectus", "MTF admission prospectus" and "supplementary prospectus"
Regulation 22 Responsibility for prospectus or MTF admission prospectus
Regulation 23 General requirements to be met by a prospectus or MTF admission prospectus
Regulation 24 Issuers established outside UK: presentation of historical financial information
Regulation 25 Exemptions from disclosure
Regulation 26 Consideration of applications
Regulation 27 Procedure for decision to refuse an application
Regulation 28 Requirements to include information or to provide information or documents
Regulation 29 Power to refuse to accept applications or to prohibit validation or publication
Regulation 30 Compensation for statements in prospectus etc
Regulation 31 Provisions supplementary to regulation 30
Further powers of FCA (regs. 32-45)
Regulation 32 Withdrawal rights
Regulation 33 FCA’s power to require information
Regulation 34 Powers exercisable to protect investors or advance FCA’s operational objectives
Regulation 35 Power to suspend, restrict or prohibit offer to the public
Regulation 36 Power to suspend, restrict or prohibit admission to trading on regulated market
Regulation 37 Power to suspend or prohibit trading on a trading facility
Regulation 38 Regulations 34 to 37: procedure and right to refer to Tribunal
Regulation 39 Public censure
Regulation 40 Penalties for contraventions
Regulation 41 Regulations 39 and 40: procedure and right to refer to Tribunal
Regulation 42 Statement of policy
Regulation 43 Statements of policy: procedure
Regulation 44 Appointment by FCA of persons to carry out investigations
Regulation 45 Reporting of infringements
Part 4 Amendments to Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (reg. 46)
Regulation 46 Operating an electronic system for public offers of relevant securities
Part 5 Amendments to other legislation (reg. 47)
Regulation 47 Amendments to other legislation
Part 6 Transitional and saving provisions (regs. 48-50)
Regulation 48 Saving provisions
Regulation 49 References to Tribunal
Regulation 50 Decisions to refuse to accept applications etc
Part 7 Review (reg. 51)
Regulation 51 Review
Schedules
Schedule 1 Exceptions from prohibition on offers to the public
Schedule 1, Part 1 Offers not contravening prohibition (paras. 1-13)
Schedule 1, Part 2 Supplementary provisions relating to Part 1 (paras. 14-18)
Schedule 2 Compensation: exemptions
Schedule 2, Part 1 Interpretation (para. 1)
Schedule 2, Part 2 General exemptions (paras. 2-9)
Schedule 2, Part 3 Further exemption relating to forward-looking statement (paras. 10-11)
Schedule 3 Amendments to legislation
Schedule 3, Part 1 Amendments to primary legislation (paras. 1-26)
Schedule 3, Part 2 Amendments to secondary legislation (paras. 27-36)
Schedule 3, Part 3 Amendments to assimilated direct legislation (paras. 37-38)
Signature
Explanatory Note
Explanatory Memorandum
Impact Assessment
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