The European Commission's delegated Regulation (2016/301) setting out the regulatory technical standards under the Omnibus II Directive which amends the Prospectus Directive and Regulation came into force on 24 March 2016.
The changes relate to the:
- prospectus approval procedure (although, in the UK, the revised process is largely the same as already operated by the FCA),
- publication of prospectuses (mainly in electronic format), and
- revision of advertisements relating to an offer to the public or an admission to trading where a supplementary prospectus has subsequently been published.
As the Regulation has direct effect, no implementing legislation is needed in member states. However, regulatory frameworks must be compatible. In Handbook Notice 31, the FCA has confirmed that changes have been made to the Glossary, Listing Rule 4 and Prospectus Rules 1 to 3, 5, and Appendix 1.1 for this purpose. The changes were consulted on in CP15/28 and CP15/42 and have been implemented with no significant changes. Three related forms have also been amended and marked-up versions showing the changes are in the Appendix to Handbook Notice 31. The FCA points out that, for future use, these forms do not sit inside the Handbook, but can accessed from the UKLA section of the FCA's website.
Additionally, as a result of the Regulation becoming law, a number of Procedural Notes in the UKLA's knowledge base are out of date. The FCA is consulting on amendments to them in Primary Market Bulletin 13. The notes affected are those on the eligibility process, the review and approval of documents, the drafting and approval of prospectuses, and passporting. The consultation closes on 10 May 2016.