The Public Offers and Admissions to Trading (Amendment and Consequential and Transitional Provisions) Regulations 2025

Schedule Amendments connected with 2024 Regulations

Regulation 3 Part 1 Amendments to primary legislation Fair Trading Act 1973 1 In section 118 of the Fair Trading Act 1973 (trading schemes to which Part 9 applies), in subsection (6A), after paragraph (bb) insert— (bc) operating an electronic system by means of which a qualifying public offer is made; . Terrorism Act 2000 2 In Schedule 6 to the Terrorism Act 2000 (financial information), in paragraph 6 (financial institution), in sub-paragraph (1A), after paragraph (bb) insert— (bc) operating an electronic system by means of which a qualifying public offer is made, . Part 2 Amendments to assimilated direct legislation Regulation (EC) No 1060/2009 3 In Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies, in Article 3 (definitions), in paragraph 1, for the definition of “prospectus” substitute— “prospectus” has the meaning given in regulation 21 of the Public Offers and Admissions to Trading Regulations 2024, . Regulation (EU) No345/2013 4 In Regulation (EU) No345/2013 of the European Parliament and of the Council of 17 April 2013 on European venture capital funds, in Article 13 (information to be provided to investors), in paragraph 3— (a) after “fund”, where it first occurs, insert “publishes a prospectus as defined in regulation 21 of the Public Offers and Admissions to Trading Regulations 2024 or”; (b) omit “, in accordance with Part 6 of FSMA, or”. Regulation (EU) No346/2013 5 In Regulation (EU) No346/2013 of the European Parliament and of the Council of 17 April 2013 on European social entrepreneurship funds, in Article 14 (information to be provided to investors), in paragraph 3— (a) after “fund”, where it first occurs, insert “publishes a prospectus as defined in regulation 21 of the Public Offers and Admissions to Trading Regulations 2024 or”; (b) omit “in accordance with Part 6 of FSMA or”. Regulation (EU) 2016/1011 6 In Regulation (EU) 2016/1011 of the European Parliament and of the Council of 8 June 2016 on indices used as benchmarks in financial instruments and financial contracts or to measure the performance of investment funds and amending Directives 2008/48/EC and 2014/17/EU and Regulation (EU) No596/2014, in Article 29 (use of a benchmark), in paragraph 2— (a) after “prospectus” insert “as defined in regulation 21 of the Public Offers and Admissions to Trading Regulations 2024 or a prospectus”; (b) omit “84 or”. Part 3 Amendments to subordinate legislation Financial Service and Markets Act 2000 (Recognition Requirements for Investment Exchanges, Clearing Houses and Central Securities Depositories) Regulations 2001 7 In the Financial Services and Markets Act 2000 (Recognition Requirements for Investment Exchanges, Clearing Houses and Central Securities Depositories) Regulations 2001, in Part 1 of the Schedule (recognition requirements for investment exchanges), in paragraph 9ZB(6), in the definition of “the disclosure obligations”— (a) in paragraph (b)— (i) omit “Part 6 of the Act and”; (ii) omit sub-paragraph (i); (iii) omit “in the case of Part 6 rules”; (b) after paragraph (b) insert— (ba) any applicable rules made by the FCA by virtue of Part 3 of the Public Offers and Admissions to Trading Regulations 2024; (bb) regulation 23 of those Regulations; ; (c) in paragraphs (c) and (d), omit “, (b)(i)”. Financial Services and Markets Act 2000 (Carrying on Regulated Activities by Way of Business) Order 2001 8 In article 3 of the Financial Services and Markets Act 2000 (Carrying on Regulated Activities by Way of Business) Order 2001 (investment business), in paragraph (2), after sub-paragraph (cb) insert— (cc) article 25DB (operating an electronic system for public offers of relevant securities); . Financial Services and Markets Act 2000 (Professions) (Non-Exempt Activities) Order 2001 9 In article 4 of the Financial Services and Markets Act 2000 (Professions) (Non-Exempt Activities) Order 2001 (which specifies activities for the purposes of section 327(6) of the Financial Services and Markets Act 2000), after paragraph (ca) insert— (cb) article 25DB (operating an electronic system for public offers of relevant securities); . Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 10 In the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, in regulation 3 (general interpretation), in paragraph (1), in the definition of “specified disclosure obligations”, for paragraph (b) substitute— (b) disclosure obligations imposed as a result of rules made by the FCA by virtue of regulation 14 of the Public Offers and Admissions to Trading Regulations 2024; . Venezuela (Sanctions) (EU Exit) Regulations 2019 11 In the Venezuela (Sanctions) (EU Exit) Regulations 2019, in regulation 33ZA (finance: exception from prohibitions for required payments), in paragraph (8)— (a) in the definition of “excluded payment”, in paragraph (b)(vi), for paragraph (aa) substitute— (aa) a document under rules made by the Financial Conduct Authority by virtue of Part 3 of the Public Offers and Admissions to Trading Regulations 2024; ; (b) omit the definitions of “prospectus regulation” and “prospectus rules”. Democratic People’s Republic of Korea (Sanctions) (EU Exit) Regulations 2019 12 In the Democratic People’s Republic of Korea (Sanctions) (EU Exit) Regulations 2019, in regulation 81ZA (asset-freeze etc.: exception from prohibitions for required payments), in paragraph (8)— (a) in the definition of “excluded payment”, in paragraph (b)(vi), for paragraph (aa) substitute— (aa) a document under rules made by the Financial Conduct Authority by virtue of Part 3 of the Public Offers and Admissions to Trading Regulations 2024; ; (b) omit the definitions of “prospectus regulation” and “prospectus rules”. Democratic Republic of the Congo (Sanctions) (EU Exit) Regulations 2019 13 In the Democratic Republic of the Congo (Sanctions) (EU Exit) Regulations 2019, in regulation 31ZZA (finance: exception from prohibitions for required payments), in paragraph (8)— (a) in the definition of “excluded payment”, in paragraph (b)(vi), for paragraph (aa) substitute— (aa) a document under rules made by the Financial Conduct Authority by virtue of Part 3 of the Public Offers and Admissions to Trading Regulations 2024; ; (b) omit the definitions of “prospectus regulation” and “prospectus rules”. South Sudan (Sanctions) (EU Exit) Regulations 2019 14 In the South Sudan (Sanctions) (EU Exit) Regulations 2019, in regulation 31ZZA (finance: exception from prohibitions for required payments), in paragraph (8)— (a) in the definition of “excluded payment”, in paragraph (b)(vi), for paragraph (aa) substitute— (aa) a document under rules made by the Financial Conduct Authority by virtue of Part 3 of the Public Offers and Admissions to Trading Regulations 2024; ; (b) omit the definitions of “prospectus regulation” and “prospectus rules”. Iran (Sanctions) (Nuclear) (EU Exit) Regulations 2019 15 In the Iran (Sanctions) (Nuclear) (EU Exit) Regulations 2019, in regulation 37ZZA (finance: exception from prohibitions for required payments), in paragraph (8)— (a) in the definition of “excluded payment”, in paragraph (b)(vi), for paragraph (aa) substitute— (aa) a document under rules made by the Financial Conduct Authority by virtue of Part 3 of the Public Offers and Admissions to Trading Regulations 2024; ; (b) omit the definitions of “prospectus regulation” and “prospectus rules”. Republic of Guinea-Bissau (Sanctions) (EU Exit) Regulations 2019 16 In the Republic of Guinea-Bissau (Sanctions) (EU Exit) Regulations 2019, in regulation 18B (finance: exception from prohibitions for required payments), in paragraph (8)— (a) in the definition of “excluded payment”, in paragraph (b)(vi), for paragraph (aa) substitute— (aa) a document under rules made by the Financial Conduct Authority by virtue of Part 3 of the Public Offers and Admissions to Trading Regulations 2024; ; (b) omit the definitions of “prospectus regulation” and “prospectus rules”. Counter-Terrorism (International Sanctions) (EU Exit) Regulations 2019 17 In the Counter-Terrorism (International Sanctions) (EU Exit) Regulations 2019, in regulation 29ZA (finance: exception from prohibitions for required payments), in paragraph (8)— (a) in the definition of “excluded payment”, in paragraph (b)(vi), for paragraph (aa) substitute— (aa) a document under rules made by the Financial Conduct Authority by virtue of Part 3 of the Public Offers and Admissions to Trading Regulations 2024; ; (b) omit the definitions of “prospectus regulation” and “prospectus rules”. Counter-Terrorism (Sanctions) (EU Exit) Regulations 2019 18 In the Counter-Terrorism (Sanctions) (EU Exit) Regulations 2019, in regulation 17ZA (finance: exception from prohibitions for required payments), in paragraph (8)— (a) in the definition of “excluded payment”, in paragraph (b)(vi), for paragraph (aa) substitute— (aa) a document under rules made by the Financial Conduct Authority by virtue of Part 3 of the Public Offers and Admissions to Trading Regulations 2024; ; (b) omit the definitions of “prospectus regulation” and “prospectus rules”. Republic of Belarus (Sanctions) (EU Exit) Regulations 2019 19 In the Republic of Belarus (Sanctions) (EU Exit) Regulations 2019, in regulation 30ZA (asset-freeze etc.: exception from prohibitions for required payments etc.), in paragraph (8)— (a) in the definition of “excluded payment”, in paragraph (b)(vi), for paragraph (aa) substitute— (aa) a document under rules made by the Financial Conduct Authority by virtue of Part 3 of the Public Offers and Admissions to Trading Regulations 2024; ; (b) omit the definitions of “prospectus regulation” and “prospectus rules”. Zimbabwe (Sanctions) (EU Exit) Regulations 2019 20 In the Zimbabwe (Sanctions) (EU Exit) Regulations 2019, in regulation 31ZA (finance: exception from prohibitions for required payments), in paragraph (8)— (a) in the definition of “excluded payment”, in paragraph (b)(vi), for paragraph (aa) substitute— (aa) a document under rules made by the Financial Conduct Authority by virtue of Part 3 of the Public Offers and Admissions to Trading Regulations 2024; ; (b) omit the definitions of “prospectus regulation” and “prospectus rules”. Chemical Weapons (Sanctions) (EU Exit) Regulations 2019 21 In the Chemical Weapons (Sanctions) (EU Exit) Regulations 2019, in regulation 18B (finance: exception from prohibitions for required payments), in paragraph (8)— (a) in the definition of “excluded payment”, in paragraph (b)(vi), for paragraph (aa) substitute— (aa) a document under rules made by the Financial Conduct Authority by virtue of Part 3 of the Public Offers and Admissions to Trading Regulations 2024; ; (b) omit the definitions of “prospectus regulation” and “prospectus rules”. Gibraltar (Miscellaneous Amendments) (EU Exit) Regulations 2019 22 In the Gibraltar (Miscellaneous Amendments) (EU Exit) Regulations 2019, in regulation 11 (saving for certain financial services legislation relating to Gibraltar), omit paragraph (5)(z2). Syria (Sanctions) (EU Exit) Regulations 2019 23 In the Syria (Sanctions) (EU Exit) Regulations 2019, in regulation 55A (asset-freeze etc.: exception from prohibitions for required payments), in paragraph (8)— (a) in the definition of “excluded payment”, in paragraph (b)(vi), for paragraph (aa) substitute— (aa) a document under rules made by the Financial Conduct Authority by virtue of Part 3 of the Public Offers and Admissions to Trading Regulations 2024; ; (b) omit the definitions of “prospectus regulation” and “prospectus rules”. Russia (Sanctions) (EU Exit) Regulations 2019 24 In the Russia (Sanctions) (EU Exit) Regulations 2019, in regulation 58A (asset-freeze etc.: exception from prohibitions for required payments), in paragraph (8)— (a) in the definition of “excluded payment”, in paragraph (b)(vi), for paragraph (aa) substitute— (aa) a document under rules made by the Financial Conduct Authority by virtue of Part 3 of the Public Offers and Admissions to Trading Regulations 2024; ; (b) omit the definitions of “prospectus regulation” and “prospectus rules”. Guinea (Sanctions) (EU Exit) Regulations 2019 25 In the Guinea (Sanctions) (EU Exit) Regulations 2019, in regulation 18B (finance: exception from prohibitions for required payments), in paragraph (8)— (a) in the definition of “excluded payment”, in paragraph (b)(vi), for paragraph (aa) substitute— (aa) a document under rules made by the Financial Conduct Authority by virtue of Part 3 of the Public Offers and Admissions to Trading Regulations 2024; ; (b) omit the definitions of “prospectus regulation” and “prospectus rules”. Cyber (Sanctions) (EU Exit) Regulations 2020 26 In the Cyber (Sanctions) (EU Exit) Regulations 2020, in regulation 18B (finance: exception from prohibitions for required payments), in paragraph (8)— (a) in the definition of “excluded payment”, in paragraph (b)(vi), for paragraph (aa) substitute— (aa) a document under rules made by the Financial Conduct Authority by virtue of Part 3 of the Public Offers and Admissions to Trading Regulations 2024; ; (b) omit the definitions of “prospectus regulation” and “prospectus rules”. Bosnia and Herzegovina (Sanctions) (EU Exit) Regulations 2020 27 In the Bosnia and Herzegovina (Sanctions) (EU Exit) Regulations 2020, in regulation 18B (finance: exception from prohibitions for required payments), in paragraph (8)— (a) in the definition of “excluded payment”, in paragraph (b)(vi), for paragraph (aa) substitute— (aa) a document under rules made by the Financial Conduct Authority by virtue of Part 3 of the Public Offers and Admissions to Trading Regulations 2024; ; (b) omit the definitions of “prospectus regulation” and “prospectus rules”. Nicaragua (Sanctions) (EU Exit) Regulations 2020 28 In the Nicaragua (Sanctions) (EU Exit) Regulations 2020, in regulation 18B (finance: exception from prohibitions for required payments), in paragraph (8)— (a) in the definition of “excluded payment”, in paragraph (b)(vi), for paragraph (aa) substitute— (aa) a document under rules made by the Financial Conduct Authority by virtue of Part 3 of the Public Offers and Admissions to Trading Regulations 2024; ; (b) omit the definitions of “prospectus regulation” and “prospectus rules”. Central African Republic (Sanctions) (EU Exit) Regulations 2020 29 In the Central African Republic (Sanctions) (EU Exit) Regulations 2020, in regulation 31ZZA (finance: exception from prohibitions for required payments), in paragraph (8)— (a) in the definition of “excluded payment”, in paragraph (b)(vi), for paragraph (aa) substitute— (aa) a document under rules made by the Financial Conduct Authority by virtue of Part 3 of the Public Offers and Admissions to Trading Regulations 2024; ; (b) omit the definitions of “prospectus regulation” and “prospectus rules”. Somalia (Sanctions) (EU Exit) Regulations 2020 30 In the Somalia (Sanctions) (EU Exit) Regulations 2020, in regulation 43A (finance: exception from prohibitions for required payments), in paragraph (8)— (a) in the definition of “excluded payment”, in paragraph (b)(vi), for paragraph (aa) substitute— (aa) a document under rules made by the Financial Conduct Authority by virtue of Part 3 of the Public Offers and Admissions to Trading Regulations 2024; ; (b) omit the definitions of “prospectus regulation” and “prospectus rules”. Global Human Rights Sanctions Regulations 2020 31 In the Global Human Rights Sanctions Regulations 2020, in regulation 18A (finance: exception from prohibitions for required payments), in paragraph (8)— (a) in the definition of “excluded payment”, in paragraph (b)(vi), for paragraph (aa) substitute— (aa) a document under rules made by the Financial Conduct Authority by virtue of Part 3 of the Public Offers and Admissions to Trading Regulations 2024; ; (b) omit the definitions of “prospectus regulation” and “prospectus rules”. Mali (Sanctions) (EU Exit) Regulations 2020 32 In the Mali (Sanctions) (EU Exit) Regulations 2020, in regulation 19ZA (finance: exception from prohibitions for required payments), in paragraph (8)— (a) in the definition of “excluded payment”, in paragraph (b)(vi), for paragraph (aa) substitute— (aa) a document under rules made by the Financial Conduct Authority by virtue of Part 3 of the Public Offers and Admissions to Trading Regulations 2024; ; (b) omit the definitions of “prospectus regulation” and “prospectus rules”. Sudan (Sanctions) (EU Exit) Regulations 2020 33 In the Sudan (Sanctions) (EU Exit) Regulations 2020, in regulation 31ZA (finance: exception from prohibitions for required payments), in paragraph (8)— (a) in the definition of “excluded payment”, in paragraph (b)(vi), for paragraph (aa) substitute— (aa) a document under rules made by the Financial Conduct Authority by virtue of Part 3 of the Public Offers and Admissions to Trading Regulations 2024; ; (b) omit the definitions of “prospectus regulation” and “prospectus rules”. Yemen (Sanctions) (EU Exit) (No. 2) Regulations 2020 34 In the Yemen (Sanctions) (EU Exit) (No. 2) Regulations 2020, in regulation 30ZA (finance: exception from prohibitions for required payments), in paragraph (8)— (a) in the definition of “excluded payment”, in paragraph (b)(vi), for paragraph (aa) substitute— (aa) a document under rules made by the Financial Conduct Authority by virtue of Part 3 of the Public Offers and Admissions to Trading Regulations 2024; ; (b) omit the definitions of “prospectus regulation” and “prospectus rules”. Unauthorised Drilling Activities in the Eastern Mediterranean (Sanctions) (EU Exit) Regulations 2020 35 In the Unauthorised Drilling Activities in the Eastern Mediterranean (Sanctions) (EU Exit) Regulations 2020, in regulation 19A (finance: exception from prohibitions for required payments), in paragraph (8)— (a) in the definition of “excluded payment”, in paragraph (b)(vi), for paragraph (aa) substitute— (aa) a document under rules made by the Financial Conduct Authority by virtue of Part 3 of the Public Offers and Admissions to Trading Regulations 2024; ; (b) omit the definitions of “prospectus regulation” and “prospectus rules”. Libya (Sanctions) (EU Exit) Regulations 2020 36 In the Libya (Sanctions) (EU Exit) Regulations 2020, in regulation 43ZA (finance: exception from prohibitions for required payments), in paragraph (8)— (a) in the definition of “excluded payment”, in paragraph (b)(vi), for paragraph (aa) substitute— (aa) a document under rules made by the Financial Conduct Authority by virtue of Part 3 of the Public Offers and Admissions to Trading Regulations 2024; ; (b) omit the definitions of “prospectus regulation” and “prospectus rules”. Supervision of Accounts and Reports (Prescribed Body) and Companies (Defective Accounts and Reports) (Authorised Person) Order 2021 37 (1) The Supervision of Accounts and Reports (Prescribed Body) and Companies (Defective Accounts and Reports) (Authorised Person) Order 2021 is amended as follows. (2) In article 1 (citation, commencement and interpretation), in paragraph (3), in the definition of “DGTR sourcebook”, for “on the day on which this Order is made” substitute “from time to time”. (3) In article 2 (appointment in relation to issuers), in paragraph (2)— (a) omit the “or” at the end of sub-paragraph (a); (b) after sub-paragraph (a) insert— (aa) applicable rules made by the Financial Conduct Authority by virtue of Part 3 of the Public Offers and Admissions to Trading Regulations 2024, as they have effect from time to time, or ; (c) for sub-paragraph (b) substitute— (b) applicable rules in— (i) the UK Listing Rules sourcebook made by the Financial Conduct Authority under the Financial Services and Markets Act 2000, as it has effect from time to time, or (ii) the DGTR sourcebook. . Global Anti-Corruption Sanctions Regulations 2021 38 In the Global Anti-Corruption Sanctions Regulations 2021, in regulation 19A (finance: exception from prohibitions for required payments), in paragraph (8)— (a) in the definition of “excluded payment”, in paragraph (b)(vi), for paragraph (aa) substitute— (aa) a document under rules made by the Financial Conduct Authority by virtue of Part 3 of the Public Offers and Admissions to Trading Regulations 2024; ; (b) omit the definitions of “prospectus regulation” and “prospectus rules”. Myanmar (Sanctions) Regulations 2021 39 In the Myanmar (Sanctions) Regulations 2021, in regulation 41A (finance: exception from prohibitions for required payments), in paragraph (8)— (a) in the definition of “excluded payment”, in paragraph (b)(vi), for paragraph (aa) substitute— (aa) a document under rules made by the Financial Conduct Authority by virtue of Part 3 of the Public Offers and Admissions to Trading Regulations 2024; ; (b) omit the definitions of “prospectus regulation” and “prospectus rules”. Iran (Sanctions) Regulations 2023 40 In the Iran (Sanctions) Regulations 2023, in regulation 55A (finance: exception from prohibitions for required payments), in paragraph (8)— (a) in the definition of “excluded payment”, in paragraph (b)(vi), for paragraph (aa) substitute— (aa) a document under rules made by the Financial Conduct Authority by virtue of Part 3 of the Public Offers and Admissions to Trading Regulations 2024; ; (b) omit the definitions of “prospectus regulation” and “prospectus rules”. Data Reporting Services Regulations 2024 41 In the Data Reporting Services Regulations 2024, in regulation 23 (application of Part 26 of FSMA 2000), in paragraph (6)— (a) for “, 391E” substitute “and 391E”; (b) omit the words from “and 391F” to “regulation)”. Financial Services and Markets Act 2023 (Private Intermittent Securities and Capital Exchange System Sandbox) Regulations 2025 42 In Schedule 1 to the Financial Services and Markets Act 2023 (Private Intermittent Securities and Capital Exchange System Sandbox) Regulations 2025 (modifications of legislation), for Part 6 substitute— Part 6 The Public Offers and Admissions to Trading Regulations 2024 This Part sets out modifications to the Public Offers and Admissions to Trading Regulations 2024. The provision specified in the first column is modified as provided for in the corresponding entry in the second column. Provision | Modification Regulation 7 (“offer of relevant securities to the public”) | Treat the list in paragraph (5) as including a reference to a communication in connection with trading on a PISCES. . Global Irregular Migration and Trafficking in Persons Sanctions Regulations 2025 43 In the Global Irregular Migration and Trafficking in Persons Sanctions Regulations 2025, in regulation 23 (finance: exception from prohibitions for required payments), in paragraph (8)— (a) in the definition of “excluded payment”, in paragraph (b)(vi), for paragraph (aa) substitute— (aa) a document under rules made by the Financial Conduct Authority by virtue of Part 3 of the Public Offers and Admissions to Trading Regulations 2024; ; (b) omit the definitions of “prospectus regulation” and “prospectus rules”.