Jurisdiction(s):
United Kingdom

Key definition

Prospectus definition

What does Prospectus mean? In capital markets practice, a prospectus is the document given to potential investors describing the securities on offer or to be admitted to trading and the issuer (and any guarantor), so investors can make an informed assessment. In the UK and Ireland it is a defined concept under the prospectus regime (UK onshored Prospectus Regulation and FCA rules; EU Prospectus Regulation (2017/1129) and Central Bank of Ireland rules). It generally requires prior approval by the competent authority (FCA in the UK; CBI in Ireland), unless an exemption applies (for example, qualified investors only or high minimum denominations). Key features include: prescribed...

Securitisation notes: drafting and key terms and conditions—form, denominations, NGN/CGN, waterfalls, covenants, interest and benchmarks, payments, redemption, defaults, enforcement, meetings, modifications, notices, further issues, governing law

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Practice notes

Definitions

The terms and conditions (T&Cs) for the notes (the Notes) appear within the prospectus and, for every form of securitisation, also as a Schedule to the Trust Deed itself. This Practice Note outlines what is set out in those T&Cs. Usually, the T&Cs relate to the Notes solely in global form and indicate that, in certain narrow situations, definitive Notes might on occasion be issued. In those instances, the T&Cs will be revised as required.

This method removes the need to address definitive Notes, Coupons and Talons within the T&Cs, the Trust Deed or the Master Definitions Schedule across the documentation suite. Previously, aspects of the T&Cs were shaped on the assumption that Noteholders would trade definitive Notes bearing the T&Cs on the reverse, and a potential purchaser needed clarity in full about exactly what was being acquired—hence the inclusion of material such as a summary of the Trust Deed’s meeting provisions and descriptions of the trustee’s various powers, including the ability to modify terms and to grant waivers. With Notes now almost always represented by near-permanent Global Notes, that consideration has lost relevance, although it plainly remains important that the Prospectus contains the appropriate disclosures for readers’ benefit...

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Ranajoy Basu

McDermott Will & Emery

Ranajoy Basu focuses his practice on structured finance with key experience in debt capital markets transactions. He has a broad range of experience in international capital markets advising a wide range of participants, including arrangers, originators, servicers and trustees, in connection with the securitisation of a wide variety of assets in numerous jurisdictions, including emerging markets transactions.Ranajoy has a particular focus on emerging markets transactions, and is recognised as an industry leader by both Legal 500 and Chambers. He is the Head of India practice. He regularly advises on a broad range of capital markets and complex structured finance transactions including external foreign currency convertible bonds (FCCBs) and qualified institutional placements (QIPs) relating to India. He has advised banks on some of the largest corporate debt defaults and restructuring in India. Ranajoy is recognised as one of the World’s leading lawyers in...

Web page updated on 22/05/2026

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