The FCA is also consulting on plans to make permanent the temporary rules, announced in August 2014, which placed restrictions on the distribution of contingent convertible securities (CoCos).
Christopher Woolard, director of policy, risk and research at the FCA, said: "One of our objectives is to ensure that consumers have the right degree of protection. That is why the new rules we are proposing will make sure that there are appropriate safeguards in place so these complex instruments are offered only to investors who are able to make informed decisions about them."
The consultation on the proposed new rules will be open until 29 January 2015.
The FCA says that mutual societies are able to issue new types of share instruments to strengthen their capital base. This is important because mutual societies often have limited sources to raise capital. However, while features between issues vary, these instruments can carry risks which many consumers may be unfamiliar with, says the regulator.
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The key risk factors include a lack of liquidity, which means that investors may not be able to sell when they want to or find that they can only sell them at reduced values. In addition, the dividend is not guaranteed by the mutual society and there is the risk of partial or complete loss of capital if the issuer gets into financial difficulty.
The FCA is proposing that firms selling these investments will need to ensure the investor has read specified risk warnings and committed not to invest more than 5% of their net assets. These requirements apply only to sales to retail investors who have not been certified as sophisticated or high net worth.
On CoCos, in August, the FCA announced temporary rules imposing a restriction on their retail distribution. These rules came into force on 1 October and will expire on 1 October 2015. The FCA is now consulting on proposed permanent rules, which are broadly the same as the temporary rules, but would also impose restrictions on funds of CoCos.
CoCos are risky, highly complex financial instruments. The FCA believes they are unlikely to be appropriate for ordinary retail investors, so has stepped in to restrict their retail distribution to investors who are sophisticated or high net worth. Distribution to professional and institutional investors remains unrestricted.