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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: In force | Document consolidation status: Updated to reflect all known changes
Version date: 30 January 2024 - onwards
Version 2 of 2

Regulation 9 Designated activities: public offers of relevant securities

The following activities are specified under section 71K of FSMA 2000 [Section 71K is inserted by section 8(2) of the Financial Services and Markets Act 2023.] as designated activities for the purposes of that Act -

(a) offering relevant securities to the public in the United Kingdom;

(b) communicating an advertisement relating to an offer of relevant securities to the public in the United Kingdom;

(c) disclosing, otherwise than in an advertisement, information relating to such an offer.

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