Prospectus meaning

In March 2018, Euronext acquired the Irish Stock Exchange plc, which then joined Euronext’s federal structure and now trades as Euronext Dublin, with Ireland recognised as one of Euronext’s six core countries. Euronext is the foremost pan-European marketplace in the Eurozone, operating across Belgium, France, Ireland, The Netherlands, Portugal and the UK. Its mission is to energise pan-European capital markets to fund the real economy, uniting buyers and sellers in venues that are transparent, efficient and dependable. What are the rules applicable to listing debt securities on Euronext Dublin? Euronext Dublin—EU Regulated Market The Central Bank of Ireland (CBI) is the competent authority responsible for reviewing and approving a prospectus (Prospectus) for the purposes of the Prospectus Regulation (EU) 2017/1129 (PR). The PR prescribes the relevant annex items to be included in a prospectus, depending on the issuer’s profile and the nature of the transaction. The European Union (Prospectus) Regulations 2019 (the Irish Regulations) took effect on 21 July 2019, replacing the prior Irish Prospectus (Directive 2003/71/EC)...

For further details on the documents outlined below, please refer to Practice Note: Issuing debt securities—key documentation. Appointment of the arranger The issuer (Issuer) designates an arranger (Arranger) to set up the programme. The Arranger may additionally serve as a dealer or manager for later note issues under the programme. Responsibility —Issuer and Arranger. Appointment of the dealers The dealer(s) (Dealers) will enter into a dealer agreement with the Issuer and the Arranger. For a syndicated issue, the Dealers and the Issuer may also sign a subscription agreement. New dealers may be added to the programme after launch via a dealer accession letter. Responsibility —Dealers, Arranger and the Issuer. Appointment of the agents The Issuer will appoint agents to act on its behalf for the programme. These may include a fiscal agent (Fiscal Agent) or a trustee (appointed by the Issuer to represent the interests of the noteholders),...

This Practice Note serves as an initial guide to listing debt securities on the London Stock Exchange (LSE). It outlines the ideas of listing and admission to trading, and centres on the main markets for listing debt instruments. It does not aim to detail every applicable requirement and provides links to relevant resources for further reading. It also excludes disclosure requirements and ongoing continuing obligations. Principal markets for debt securities listings The LSE operates several markets, but the venues commonly used for debt capital market listings are: the Main Market the International Securities Market (ISM) the Professional Securities Market (PSM) (Note: From 19 January 2026, the PSM is closed to new admissions) In addition, the LSE runs two markets tailored to particular segments of the debt securities space: the Order book for Fixed Income Securities (OFIS) the Sustainable Bond Market Listing or admission to trading––what is the difference? ‘Listing’ means admission of...

In this issue: Public company takeovers Equity capital markets Corporate governance Partnerships Private equity Members LexTalk®Corporate: a Lexis®Nexis community Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information Public company takeovers Takeover Panel publishes note on cancellation of admission to trading The Takeover Panel (Panel) has issued a new note offering advisers guidance on cancelling an admission to trading for companies caught by the Takeover Code (Code). It confirms that companies with registered offices in the UK, the Channel Islands or the Isle of Man, whose securities are traded on specified markets, remain within the Code for two years after cancellation, irrespective of where central management and control is located or whether they re-register as private companies. The Panel encourages early engagement with the Panel Executive when a cancellation is contemplated, to ensure shareholders receive suitable disclosure about the Code’s continued effect, and it outlines...

In this issue Company, disclosures, records and registers Equity capital markets Share purchase agreement Restructuring and insolvency for corporate lawyers Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information Company, disclosures, records and registers Companies House publishes guidance on ACSPs and identity verification standards Companies House has issued three pieces of guidance covering the registration of Authorised Corporate Service Providers (ACSPs), what ACSPs do, and the identity verification obligations. The first note explains how to use Companies House’s service to enrol as an ACSP (also referred to as a Companies House authorised agent). Applications open on 25 February 2025. The second clarifies the functions and responsibilities of an ACSP. The third sets out how to meet Companies House identity verification standards when confirming someone’s identity. From 25 March 2025, ACSPs will be able to notify Companies House of identity checks that have been completed. Further, from spring...

In this issue: Equity capital markets Corporate governance Public company takeovers (Offers) Daily and weekly news alerts New and updated content Dates for your diary Trackers New Q&As Useful information Equity capital markets FCA publishes consultations and policy statement aimed at capital markets reform The Financial Conduct Authority (FCA) has unveiled a suite of measures intended to reinforce the UK’s capital markets. These include: a consultation on proposed rules to create the new Public Offers and Admissions to Trading Regime (POATRs), which will replace the current UK Prospectus Regulation; a consultation setting out proposals for a new activity of operating a public offer platform; and a consultation on derivatives trading obligations designed to improve secondary market regulation, cut systemic risk and minimise disruption for firms. The package also contains policy statement PS24/9, Payment Optionality for Investment Research. See: LNB News 26/07/2024 25. FCA publishes updated checklists and forms following implementation of UK...

ARCHIVED: This Practice Note is archived and no longer maintained. STOP PRESS: The UK’s prospectus regime, previously derived from the EU Prospectus Regulation, has been superseded by the Public Offers and Admission to Trading Regulations 2024 (POATRs), with all detailed admission to trading requirements now contained in the Financial Conduct Authority (FCA) admission rules. The FCA published its final rules on 15 July 2025, which took effect on 19 January 2026. In October 2025, the FCA issued Primary Market Bulletin 58 which, among other matters, offered guidance on the timetable and approval of prospectuses (and supplementary prospectuses) and confirmed the removal of Listing Particulars as an admission document under the new framework. For more on the key aspects of the POATRs relevant to debt capital markets, see Practice Note: The UK Prospectus Regulation—essentials [Archived]—Reform of the UK prospectus regime. This Practice Note focuses on debt capital markets and summarises the required structure and contents of a prospectus prepared under the current UK prospectus regime. It covers:...

STOP PRESS: On 21 July 2019, Prospectus Regulation (EU) 2017/1129 became fully effective across EU member states, and the Prospectus Directive was repealed. The Regulation now sets out when a prospectus must be published for an offer of securities to the public in the UK, or for the admission of securities to trading on a regulated market in the UK. To reflect this, the FCA has brought the FCA Handbook into line with the Regulation by removing the Prospectus Rules in their entirety and substituting the Prospectus Regulation Rules sourcebook. For more detail, see Practice Note: The UK Prospectus Regulation—essentials [Archived] and The UK Prospectus Regulation—is a prospectus required? [Archived]. ARCHIVED: This archived Practice Note is not maintained and is provided for background purposes only. Further information is available in Practice Note: The UK Prospectus Regulation—essentials [Archived]. This Practice Note examines, under the previous Prospectus Directive framework, when a prospectus had to be published for an offer of securities to the public in the UK or for admission...

Tracker overview This tracker outlines legislative and regulatory milestones from 2001 up to 31 January 2020, the date of Brexit, covering Regulation (EU) 2017/1129 (referred to here as the EU Prospectus Regulation or Prospectus Regulation) and the repealed Directive 2003/71/EC (Prospectus Directive). It is organised into the following sections: Recent and future developments (2015 onwards) Review and further implementation of the Prospectus Directive (2009–2014) Implementation of the Prospectus Directive (2003–2009) Regulation (EU) 2017/1129 was published in the Official Journal of the EU on 30 June 2017 and came into force in the EU on 20 July 2017. The bulk of its provisions have applied in the EU since 21 July 2019, with a small number taking effect earlier. For the stages of debate and agreement within the European legislative process on the Prospectus Regulation, see: EUR-Lex (Procedure 2015/0268/COD). Key documents The following constitute the level 1 text and level 2 measures for the EU Prospectus Regulation: ...

STOP PRESS : Significant reforms to the UK prospectus regime came into force on 19 January 2026 Major changes to the UK regime for public offers and admissions to trading took effect on 19 January 2026. The framework for securities offers and UK market admissions is now chiefly contained in the Public Offers and Admissions to Trading Regulations 2024, SI 2024/105 (the POATRs), together with the FCA sourcebook, The Prospectus Rules: Admission to Trading on a Regulated Market (PRM). The UK Prospectus Regulation and the FCA Prospectus Regulation Rules have been repealed. The reforms aim to simplify capital raising and substantially lessen the circumstances in which a company must publish an FCA-approved prospectus for a further share issue. For full details of the changes, see Practice Note: UK prospectus regime reform. This Practice Note sets out the prospectus regime that applied before 19 January 2026...

STOP PRESS : Significant reforms to the UK prospectus regime came into force on 19 January 2026 The framework now governing public offers of securities and admissions to trading in the UK is chiefly set out in the Public Offers and Admissions to Trading Regulations 2024, SI 2024/105 (the POATRs), together with the FCA sourcebook, The Prospectus Rules: Admission to Trading on a Regulated Market (PRM). The UK Prospectus Regulation and the FCA Prospectus Regulation Rules have been repealed. These reforms are intended to streamline capital raising and markedly cut the number of situations in which a company must publish an FCA approved prospectus when undertaking a further issue of shares...

Company No: [ insert number ] [ Insert company name ] PLC Minutes from a meeting of [ a committee of ] the board of directors (the Meeting) of [ insert full name of company ] plc (the Company) Convened at [ insert place of meeting ] On [ insert day, month and year of meeting ] at [ insert time of meeting ] [ am OR pm ] Present [ Insert the names of the director(s) in physical attendance ] [ Insert the names of any directors attending by remote means (except where such means are specifically disallowed by the Company’s articles of association) (via [ insert mode of attendance for each director participating remotely ]) ] In attendance: [ Insert the name of anyone in attendance who does not count towards the quorum for the Meeting (eg the company secretary, any legal advisers) ] Apologies: [ Insert...

Passporting provisions in the Prospectus Regulation Under the Prospectus Regulation, an issuer must publish a prospectus and have it approved by a competent authority when offering securities to the public in the EEA or when applying for admission of securities to a regulated market, where no relevant exemption applies. To streamline cross-border share offerings within the EEA, the EU prospectus regime provides passporting arrangements that permit companies to produce a single prospectus usable throughout the EEA, avoiding the preparation of multiple documents for separate jurisdictions. Articles 24 to 26 of the Prospectus Regulation (EU) 2017/1129 set out these passporting provisions, stating that a prospectus approved by the competent authority in one EEA state (the home member state) can be relied upon in another EEA state (the host member state) without requiring the prospectus to be approved again by the competent authority in the host member state. As a result, a UK issuer has been able to undertake a cross-border share offer across the EEA on the basis of...