UK prospectus regime: ICMA comments on near-final statutory instrument


21 August 2023 - ICMA welcomes the publication, by HM Treasury (HMT) for technical comments, of the 11 July near-final version of the statutory instrument (SI) on the new UK prospectus regime.

This follows ICMA’s 14 February comments on HM government’s prior 1 December 2022 illustrative version of the SI that HMT published as part of the Edinburgh Reforms.

Key points:

  • We welcome several changes effected by HMT from the illustrative SI to the near-final SI
  • ICMA however query the reasoning for some seemingly divergent treatment for bonds convertible into shares/equivalents issued by an entity outside the bond issuer’s group
  • We suggest a few discrete changes to the near-final SI, including around a ‘grandfathering’ provision and a correction in the definition of “non-equity securities”
  • ICMA also suggests HMT engage with the London Stock Exchange regarding any additional challenges for its International Securities Market arising from the SI’s primary MTF qualified investor condition
  • ICMA highlights several points of ongoing ICMA engagement with the FCA consequent to the SI
  • ICMA lastly notes its presumption that HMT will provide appropriate advance notice of the SI coming into force
  • We will continue to liaise with its members as the SI is finalised.

ICMA's detailed response can be found here.

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