Jurisdiction(s):
United Kingdom

Related legal acts

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...

Archived: UK prospectus regime for employee share offers before 19 January 2026—exemptions, disclosure and FSMA requirements

Published by a LexisNexis Share Incentives expert

Practice notes

ARCHIVED: This Practice Note has been archived and is now unmaintained.

NOTE: With effect from 19 January 2026, the UK prospectus Regulation was revoked, and a replacement framework for public offers of securities and the admission of securities to trading in the UK entered into force in its place nationwide with effect.

Accordingly, this Practice Note is no longer maintained from 19 January 2026 with effect.

For information on how the successor regime applies to employee share schemes, refer to Practice Note: The public offers of securities and prospectus regimes in the context of employee share plans.

Introduction and legal framework

As in many jurisdictions, the UK controls public offers of securities via a range of investor-protection measures, including requiring securities issuers to meet specified minimum disclosure standards set out in applicable rules therein.

Unless an offer benefits from an exemption or otherwise sits beyond the public offer regime, the offering company must prepare and submit a prospectus to the Financial Conduct Authority (FCA) for approval and publication.

In practice, where offers are made to employees, companies may rely on an employee share exemption from prospectus obligations, provided they supply a straightforward disclosure document to recipients as

Additional exemptions may...

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Jeremy Edwards

Baker McKenzie

Jeremy has 18 years' experience as an employee benefits lawyer and 2 years experience as a corporate lawyer. Jeremy advises on all aspects of employee share plans, executive compensation and the taxation of employees. Jeremy has substantial UK experience, including implementing plans for UK listed companies, advising on UK tax issues and dealing with share plans in the context of corporate transactions. Jeremy also has extensive experience in connection with the implementation of share plans globally and working with multinational clients....

Web page updated on 21/05/2026

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