Mini-tender Offers: Protection for Shareholders

Baroness Kramer Excerpts

Wednesday 15th July 2026 Lords Chamber

[Lord Stockwood (Lab)]

My Lords, I will of course be happy to meet the noble Baroness. As I hope we are showing through the process on that Bill, we are trying to rightsize our regulation to ensure that it is appropriate.

I will not comment too much on this particular case. The CEO of the FCA is committed to doing a thorough assessment. We have to be careful about what is regarded as a fair market price for products. The market assessment and the ability to make an offer, and making sure that those financial promotions are appropriate, should be absolutely clear and within the remit of the FCA. An under market price could sometimes be appropriate if there is no liquidity in that market, but I agree with the noble Baroness: we need to look at this specific instance to make sure that there is no wrongdoing. We believe that the FCA has the right process to be able to do that.

[Baroness Kramer (LD)]

My Lords, mini-tenders, even by firms otherwise authorised by the FCA, fall below the FCA’s regulatory threshold. In the future, can the Financial Ombudsman require remedy for an investor caught in a mini-tender bait and switch, or do the clauses in the new financial services Bill requiring the FOS to conform to FCA rules in effect permit the mis-selling?

[Lord Stockwood (Lab)]

The noble Baroness is correct, of course. Mini-tenders are not a distinct regulatory category. However, we believe that the activities associated with them currently fall within in the existing regulatory framework, including financial promotion rules and market abuse legislation. Where those communications are misleading, the regulator absolutely has to act. Again, we remain open-minded. It is only right that the FCA does this assessment, then we will take it in to see whether regulation is appropriate.