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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...

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UK Prospectus Regulation (Archived): FCA approval, scrutiny timelines, publication, advertisements and supplementary prospectuses; transition to POATRs and FCA Prospectus Rules (PRM) from 19 January 2026

Practice notes
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ARCHIVED:

This Practice Note is archived and not being maintained at present or updated further.

STOP PRESS:

The UK’s Prospectus framework, formerly grounded in the EU Prospectus Regulation, has been superseded by the Public Offers and Admission to Trading Regulations 2024 (the POATRs), with granular admission-to-trading requirements now set out in the Financial Conduct Authority (FCA) admission rules. The FCA issued its final rules on 15 July 2025. Those final rules took legal effect on 19 January 2026. In October 2025, the FCA released Primary Market Bulletin 58 which, among other matters, provided guidance on both the timing 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 principal features of the new POATRs framework relevant to the debt capital markets, see Practice Note: The UK Prospectus Regulation—essentials [Archived]—Reform of the UK prospectus regime. This Practice Note sets out and describes the approval regime for prospectuses under the current UK Prospectus Regulation. These rules have been updated and revised under the new UK prospectus framework (see ‘Reform of the UK prospectus regime’ below). The new requirements are expected to take effect on 19 January...

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Web page updated on 22/05/2026

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