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...

EU/EEA Prospectus Directive in debt capital markets: approval, passporting, language rules, FCA procedures, and transition to the Prospectus Regulation

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Practice notes

brexit:

From 31 January 2020, the UK ceased to be a Member State of the EU, yet moved into an implementation phase in which, for numerous purposes, the EU continues to regard it as a Member State. As a third country, the UK is excluded from participation in the EU’s political institutions, agencies, offices, bodies and governance frameworks (save to the limited extent agreed), yet it must still comply with obligations under EU law (covering EU treaties, legislation, principles and international agreements) and accept the ongoing jurisdiction of the Court of Justice of the European Union, in accordance with the transitional provisions in Part 4 of the Withdrawal Agreement. For further reading and context, see: Brexit—introduction to the Withdrawal Agreement. This development affects this Practice Note. For related guidance, see Practice Note: Brexit—impact on finance transactions [Archived]—Brexit planning and impact—key issues for debt capital markets transactions.

ARCHIVED:

This archived Practice Note is not maintained or updated and is provided solely for background purposes only. For additional information, see Practice Note: The UK prospectus Regulation—approval of prospectuses [Archived].

Background

The prospectus directive 2003/71/EC (PD) was adopted in 2003 and was implemented into national law throughout the European Economic Area, across the entire area accordingly...

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Web page updated on 21/05/2026

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