UK Statutory Instrument Published to Onshore the EU Prospectus Regulation For No-Deal Brexit

A U.K. statutory instrument has been published to onshore the EU Prospectus Regulation in the event of a no-deal Brexit. In preparing for an April Brexit, the U.K. had onshored the EU Prospectus Directive in the Official Listing of Securities, Prospectus and Transparency (Amendment etc.) (EU Exit) Regulations 2019 (known as the "Official Listing instrument"). However, since then the date on which the U.K. is due to leave the EU has changed to October 31, 2019 and the EU Prospectus Directive has been repealed by the EU Prospectus Regulation (as of July 21, 2019).

The new statutory instrument - the Prospectus (Amendment etc.) (EU Exit) Regulations 2019 (SI 2019/1234) – amends the EU Prospectus Regulation, the Official Listing instrument, the Financial Securities and Markets Act and certain other U.K. legislation, among other things, to ensure a smooth transition. The amending instrument includes transitional provisions for prospectuses, registration documents and universal registration documents that have been passported into the U.K. prior to exit day. A prospectus that has been passported into the U.K. prior to exit day will be valid for the 12 months from which it has been approved by the relevant EU regulator. However, any supplement to such passported prospectuses made after exit day will need to be approved by the Financial Conduct Authority. Similarly, registration documents that have been passported into the U.K. prior to exit day will remain valid for the 12 months from the date of approval. However, a prospectus containing such a passported registration document will require FCA approval for the securities note and the prospectus summary.

View the amending statutory instrument and explanatory memorandum.

View the original statutory instrument.

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