Exam Ready Notes for ELECTIVE Module 'BANKING & DEBT FINANCE LAW' (BDF)!
Notes for Workshop 8 of the BDF elective on the Legal Practice Course (LPC) at the University of Law.
These notes were used for the June 2023 exams, where I achieved a Distinction!
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When is it required?
A prospectus approved by the UKLA (UK Listing Authority) is essentially required (as a prerequisite) if a bond
issue is to be offered to the public or admitted to trading on the Main Market.
CONTENT IN PROSPECTUS
Authority The UKLA derives its authority to insist upon the issue and publication of a prospectus or
listing particulars from s 79 of the FSMA 2000
Format Typically, 3 separate documents:
1) a registration document – information relating to issuer
2) a securities note – information relating to bond
3) summary (for retail deals only)
The advantage in using the three documents is that the registration document is valid for 12
months and so can be re-used for any number of issues during that period. However, most
stand-alone issues use a single document format.
General content Prospectus Regulation Rule (PRR) 2.1.1 replicates the general content requirements
contained in Article 6 of the Prospectus Regulation on the ‘necessary information’ to be
contained in the prospectus:
1. ... a prospectus shall contain the necessary information which is material to an investor for
making an informed assessment of:
a) the assets and liabilities, profits and losses, financial position and prospects of the
issuer and of any guarantor;
b) the rights attaching to the securities; and
c) the reasons for the issuance and its impact on the issuer.
Wholesale or retail The level of detail required in a prospectus will depend on whether it is a ‘retail’ (ie ‘non-
exempt’) or ‘wholesale’ (ie ‘exempt’) offer.
The ‘wholesale’ regime requires less detailed disclosure but applies only if the securities are
denominated at or above €100,000.
A new feature from July 2019 permits lighter disclosure for smaller denomination securities
which are admitted to trading on a professionals only segment of a regulated market.
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