Brexit Corporate Update - Regulations on the prospectus regime

The Prospectus (Amendment etc.) (EU Exit) Regulations 2019 (SI 2019/1234), which will amend the prospectus regime to ensure that it continues to operate effectively in the UK in the event of a no-deal Brexit on 31 October 2019, have been made.

The Prospectus (Amendment) Regulations will, among other things:

• transfer the prospectus supervisory functions of the European Securities and Markets Authority (ESMA) to the FCA;
• require UK issuers to use UK-adopted IFRS for historical financial information, and non-UK issuers to use either UK-adopted IFRS or the accounting standards of another country for which an equivalence decision has been made; and
• require EU issuers, post-Brexit, to secure separate FCA approval for a prospectus, even where it has already been approved by an EU national competent authority. Where a prospectus has been approved prior to exit day, it will continue to be valid for use in the UK up to the end of its normal period of validity. In such cases, whilst the prospectus will be treated as if it had originally been approved by the FCA, any supplements to it would have to be approved by the FCA.

The EU Prospectus Regulation entered full force and effect for EU Member States on 21 July 2019.

For further information on the impact of a no-deal Brexit for listed companies and corporate practitioners, see our updated Brexit Legal Guide.