Summary
The Public Offers of Securities Regulations 1995 (POSI 1995) implement prospectus requirements for public securities offerings in the UK. They require offerors to publish a prospectus containing specified information (detailed in Schedule 1 Parts II-X), establish numerous exemptions from prospectus requirements (including offers to qualified investors, limited numbers of persons, private company securities, low-value offers, takeover offers, etc.), impose liability on persons responsible for prospectuses for false or misleading statements, and require supplementary prospectuses for material changes. The regulations extend to Northern Ireland and were brought into force on 19th June 1995, implementing EU-derived standards for securities offerings.
Reason
POSI 1995 imposes substantial compliance costs that deter capital formation, particularly for smaller companies. The 17 detailed exemption categories and prescriptive Schedule 1 content requirements create a complex, lawyer-driven process that favors established incumbents over new entrants. The ECU 40,000 thresholds and 50-person limits are arbitrary barriers that exclude ordinary investors from private placements. While investor protection is legitimate, this command-and-control prospectus regime achieves it at excessive cost; companies can disclose equivalent information through simpler means or via approved exchanges. The UK's world-leading capital markets historically thrived with lighter-touch disclosure regimes, and Singapore and Hong Kong demonstrate that lighter securities regulation attracts listings. Post-Brexit regulatory independence makes this a prime candidate for repeal, allowing the UK to adopt a more competitive disclosure-based regime that restores London's position against New York, Singapore, and Dubai.