Europe: FCA Issues Final UK Overseas Funds Regime Rules

By: Kai Zhang, Philip J. Morgan, Andrew J. Massey, and Hazel Doyle

The Financial Conduct Authority (FCA) has published its final rules for the UK’s Overseas Funds Regime (OFR) (see our prior blogs here and here which discuss eligibility and the expected OFR launch timetable).

Applicant fund prospectuses will need to comply with the same content requirements as those for UK authorised funds (except where a UK requirement is inconsistent with home state rules). Other pre-sale disclosure requirements cover the availability of redress and compensation schemes (both in the UK and in the home jurisdiction), and disclosure regarding ISA and other tax wrapper eligibility.

UK facilities will need to be maintained to provide UK investors with access to dealing facilities and certain fund information etc. These can be provided electronically rather than physically subject to appropriate pre-sale disclosure and investor consent. The FCA has clarified that this will not require explicit individual consent from new investors if the operator is already communicating electronically with existing investors with their consent.

On an on-going basis, operators of OFR recognised funds will need to notify the FCA of certain changes (including any breach or expected breach of UK requirements, and a range of other matters deemed material to UK investors or the maintenance of recognition) as soon as reasonably practicable. The proposed 30 day period between notification and the time the change takes effect has been scrapped.

Promotional communications to UK retail clients regarding OFR recognised funds may need to be approved by an FCA authorised firm. Fund operators should check that firms they propose to use for this role have the required FCA permission to approve financial promotions, or else that such permission is not required.

Further information on the OFR can be found on a dedicated FCA webpage.