Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Prospectus Directive definition

What does Prospectus Directive mean? A legacy EU regime describing when an issuer must publish an approved prospectus for a public offer of securities or admission to trading on a regulated market. Formally, it was Directive 2003/71/EC (the Prospectus Directive), adopted on 4 November 2003. It set core disclosure standards, approval by the national competent authority, key exemptions (for example, qualified investors, high minimum denominations and small offers), and EEA “passporting” of approved prospectuses. The phrase is widely used in legal practice as a descriptive reference in historic documentation, transactional precedents and case law analysis. The Prospectus Directive was repealed and replaced by the directly applicable...

UK FCA Prospectus Rules (PR 5): validity, approval certificates, passporting and persons responsible—archived guidance aligned to the Prospectus Regulation and Brexit changes

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Practice notes

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ARCHIVED: This Practice Note has been archived and is not maintained. Last updated July 2019.

On 21 July 2019, the Prospectus Regulation (EU) 2017/1129 became fully effective across European Union Member States, and the Prospectus Directive was repealed. The Prospectus Regulation now determines when a prospectus must be published in relation to an offer of Securities to the public in the United Kingdom, or for the admission of securities to trading on a Regulated market in the United Kingdom. The FCA brought the FCA Handbook into close alignment with the Regulation by removing the Prospectus Rules in full and replacing them with the Prospectus Regulation Rules sourcebook. For further information, see Practice Note: The UK Prospectus Regulation—essentials [Archived] and The UK Prospectus Regulation—is a prospectus required? [Archived] This note, together with related notes on the now repealed Prospectus Rules, has been retained for ongoing reference because the commentary may still prove relevant to corresponding provisions of the Prospectus Regulation Rules (PRR). This Resource Note points to relevant commentary, analysis and resources to aid interpretation of, and provide practical guidance on, the application of Chapter 5 of the Prospectus Rules (PR 5). Materials addressed in this Resource Note include, where appropriate...

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