Public Consultation on Prospectus Regime Review

Last week, Chancellor Rishi Sunak gave a Mansion House speech that “set out the government’s vision for an open, green, and technologically advanced financial services sector that is globally competitive and acts in the interests of communities and citizens, creating jobs, supporting businesses, and powering growth across all of the UK”. See https://www.gov.uk/government/collections/mansion-house-2021 . The most important supporting document so far as stock market investors are concerned is the launch of specific proposals to reform the prospectus regime.

The Government wants to facilitate wider participation in the ownership of public companies when currently share issuance can be blocked to retail investors by a complex and rigid prospectus Directive as imposed by the EU. The commitment is to make the regulation of prospectuses more “agile” with the regulations better tailored to UK markets. The proposals follow on from Lord Hill’s Listings Review which recommended a fundamental review of the UK’s prospectus regime.

Investors in new stock market shares rely on the content of a prospectus when deciding whether to buy shares so it is important that the content is accurate and useful. But that is not always the case at present and the Government wishes to encourage the inclusion of more forward-looking statements.

Another problem is that the Prospectus Regulations are set in law and are extremely complex. That adds to the costs of prospectus preparation and also makes it difficult to revise them to meet changing needs (like the need to cover public offerings of securities in private companies such as “crowd funding” offers or offerings of overseas companies). One of the key changes proposed is to take prospectus regulation out of statute law and put it into the hands of the Financial Conduct Authority (FCA) to enable them to make or revise regulations as necessary.

A particular problem at present is the need for the costly preparation of a prospectus when issuing new shares in smaller companies that can easily breach the £8 million threshold under the regulations, thus requiring a prospectus. This is why so many private shareholders are excluded from participation and the shares are issued only via a “placing” to a small group of institutional or “inside” investors.

Another oddity is that a prospectus is often required when shares are being issued even though the company’s shares are already listed and the share purchasers already own the shares and hence are presumably already familiar with the company. The Government’s proposals aim to simplify the regulations in essence to make it easier to issue shares to the aforementioned groups.

The FCA would also be given discretion to say whether a prospectus is required and a further objective is to simplify the content of prospectuses for secondary issues.

There are a lot of detailed questions in the public consultation which I will not attempt to deal with here as they mainly cover many of the technical issues involved in this area. But you can see my responses in this document: https://www.roliscon.com/Prospectus-Review-Roliscon-Response.pdf

Readers are encouraged to submit their own responses to the public consultation.

Roger Lawson (Twitter: https://twitter.com/RogerWLawson  )

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