(This note is not part of the Regulations)

These Regulations make provision about public offers of securities and the admission of transferable securities to trading on a regulated market (as defined in regulation 3) or a primary MTF (as defined in regulation 8). The legislation being replaced includes:

- Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003 (which is to be revoked by section 1 of the Financial Services and Markets Act 2023 (c. 29)), and

- certain related provisions of Part 6 of the Financial Services and Markets Act 2000 (c. 8) ("FSMA 2000").

Regulations 9 to 11 specify certain activities under section 71K of FSMA 2000 as designated activities for the purposes of that Act.

Regulation 12 prohibits the offer to the public in the United Kingdom of "relevant securities" (as defined in regulation 5) unless the offer falls within the exemptions in Schedule 1. As a result of the amendments of section 85 of FSMA 2000 in Schedule 3 to the Regulations, a person who contravenes this prohibition commits an offence. Regulation 13 requires the disclosure of information by the issuer or offeror in certain cases where a public offer is exempt from the prohibition.