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UK Prospectus Regulation - Coggle Diagram
UK Prospectus Regulation
The Rules cover the format and detailed content of a prospectus, the period during which a prospectus remains valid and the manner in which a prospectus must be published
They reiterate the general rule that a person may not make an offer of securities to the public or seek admission to trading on regulated market, unless a prospectus has been prepared, approved by the FCA and published
Under the UK Prospectus Regulations, a prospectus requirement is triggered for either of the following two events
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Exemptions
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Exemptions to the public offer trigger offers addressed to fewer than 150 persons in any 12 month period
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The minimum subscription per investor is at least EUR 100,000 or equivalent
Where the denomination of the securities is at least EUR 100,000 or equivalent
Offers where the total consideration for securities in any period of 12 months is under EUR 8 million or equivalent
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Where the securities have been admitted to trading on another UK regulated market for at least 18 months
Prospectus contents
Companies may choose to prepare a single document or a 3 part prospectus containing a registration document containing details of the issuer, a securities note containing details fo the shares being offered and a summary document
The single document is the most common form of prospectus while the three part document is most useful for frequent issuers as the registration document remains valid for up to 12 months
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Prospectus approval
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Where the issuer does not already have listed shares and had a prospectus approved by the FCA, the completed Form A, the relevant fee and drafts of all documents must be submitted to the FCA at least 20 working days before the intended approval date
In cases where the issuer is already listed and had a prospectus approved by the FCA, the completed Form A, the relevant fee and drafts of all other documents must be submitted to the FCA at least 10 working days before the intended approval date
In either case, final versions of any draft documents must be submitted to the FCA before midday on the proposed approval date