CP25/3: Consultation on further proposals for firms operating public offer platforms

Read CP25/3 (PDF)[1]

Why we are consulting

This Consultation Paper (CP) outlines our approach and proposals for implementing the new POP regime. We provide our initial thoughts on how we intend to authorise firms seeking to operate POPs and our intended supervision approach for these firms. We also reference CP25/2[2] for certain enforcement powers that could apply to POPs. 

We are also using this CP to set out our initial views on how a potential transitional regime could operate while we determine Variation of Permission[3] requests existing firms may wish to submit to us during an hypothetical initial application period. The approach on a potential transitional regime, including the details on how it could in practice work, is subject to agreement with the Treasury.

In addition, we are also seeking feedback on specific Handbook and non-Handbook changes, which include:

• The extension of the compulsory jurisdiction of the Financial Ombudsman[4] to the new regulated activity of operating a POP.
• The fees we propose to charge POP operators, including the Financial Ombudsman and Financial Services Compensation Scheme[5] (FSCS)-related levies.
• PERG guidance on, among other aspects, the regime for firms approving the financial promotions of unauthorised persons.

We are still analysing the feedback received to CP24/13[6] and intend to follow a similar process for the feedback to this CP.

Who is this for

• companies who are considering making a public offer
• firms considering becoming POP operators (eg, crowdfunding operators, corporate finance firms, etc)
• investors
• investment advisors
• law firms advising on public offers
• accountancy firms
• other firms or professional bodies involved in public offers
• relevant trade associations and representative groups 
• academics and other stakeholders interested in capital markets

How to respond

Online response form[7] 

We welcome responses to this further consultation by 14 March 2025. 

Please use the online response form, alternatively in writing to: 

Primary Markets Policy Team
Financial Conduct Authority
12 Endeavour Square
London E20 1JN
Telephone: 02070660340
Email: [email protected]

Next steps

We plan to publish final rules for the POATR framework as a whole, including rules for firms operating a POP, in summer 2025. After the publication of our final rules, and subject to agreement with the Treasury, we envisage the new regime for POPs (as well as the broader POATR framework) to fully come into force in January 2026. 

Background

The proposed regime for POPs is part of the new Public Offers and Admissions to Trading Regulations 2024[8] (POATRs), which were made in January 2024.

In CP24/13[6], which sets out the core of our proposals for the new regime for public offer platforms, we signalled to the market that we would publish a second CP on further changes, broadly consequential of, and in some cases arising from, the proposals contained therein.

Further to CP24/13[9], we published CP24/12[8] on the new Public Offers and Admission to Trading Regulations regime (POATRs).

We also published today CP25/2[2] on further changes to the public offers and admissions to trading regime and the UK Listing Rules. Despite limited, the two consultation papers published today have some independencies (eg, enforcement-related proposals).