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 The Prospectus Directive was repealed and replaced by the directly applicable...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 ECM: Prospectus requirements under the archived EU Prospectus Directive—offers to the public, admissions to regulated markets, exemptions, supplementary prospectuses and Brexit passporting changes

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Practice notes

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Prospectus Regulation (EU) 2017/1129 became fully effective across EU member states, and the Prospectus Directive was repealed.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 of securities to trading on a UK regulated market, the exemptions that applied, and when a supplementary prospectus was required...

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Web page updated on 22/05/2026

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