The FCA reveals its initial thinking on the regulatory framework for primary multilateral trading facilities and public offer platforms.

On 13 July 2023, the FCA published its fifth and sixth engagement papers to solicit discussion and feedback on the regulation of public offer platforms and primary multilateral trading facilities (MTFs) under the new regime for public offers and admissions to trading.

• Public Offer Platforms — The near final version of The Public Offers and Admissions to Trading Regulations 2023 (POATRs) sets a new consideration threshold, £5 million. Above that threshold, issuers not admitted to trading on a regulated market or MTF would be required to make their UK public offers through a public offer platform, unless the offer falls under the other exemptions. The POATRs would also create a new regulated activity of operating a public offer platform, to be regulated by the FCA. The proposals are designed to facilitate crowd funding of private companies without the need for a full prospectus.

  The FCA is soliciting views through its fifth engagement paper on the regulatory framework for such public offer platforms, focusing on investor protection measures such as the due diligence to be performed by platforms when onboarding companies and the level of disclosures to investors.

Next Steps

Stakeholders should send feedback on the engagement papers by email to the FCA by 29 September 2023. Following the engagement process, the FCA intends to provide feedback on key points raised and would publish consultation papers in 2024 to develop the specific rule proposals.