Consultation: Proposed class exemption for listed issuers for buy-backs of quoted debt securities

December 2025 update

After considering submissions on this consultation, we have decided in principle to grant the exemption. The exemption will provide relief for listed debt issuers from certain unsolicited offer regulations when making offers to buy back its own quoted debt securities. We will work to finalise a notice to give effect to this decision.

We are considering a class exemption for listed issuers from certain unsolicited offer regulations for buy-backs of quoted debt securities. 

The unsolicited offer regulations may limit the flexibility of issuers to choose whether to buy back their own quoted debt securities on- or off-market, and to manage their debt efficiently.

If granted, the exemption would allow listed issuers to buy back their own quoted debt securities off-market, without requiring compliance with certain disclosure and timing requirements for unsolicited offers in the Financial Market Conduct Regulations 2014. These require preparing certain information in a disclosure document and adhering to timing requirements for the offer period and offeree acceptance.  

The exemption would be subject to conditions that the issuer must make available information about the offer to buy back the debt securities.

Read the consultation paper and have your say by 25 July 2025 [PDF 340KB]