How to submit investor documents to us for approval before publication.
Under the Prospectus Rules and the Listing Rules, issuers must submit certain types of investor documents (principally draft prospectuses, listing particulars and shareholder circulars) to us for approval before publication.
Our review and approval process aims to ensure that the document includes all the information our rules require, before it is published.
The new EU Prospectus Regulation is due to come into full effect on 21 July 2019. As set out in Consultation Paper 19/6 published on 28 January 2019.
We are now able to receive prospectuses and other Prospectus Regulation documents intended for approval on or after 21 July 2019 for review to be conducted under the new regulation. We will also continue to review documents under the existing regime where approval is scheduled for before 21 July 2019. Submitters using the existing Electronic Submission System (ESS) can now request for their submission to be reviewed under either the current regime or the new Prospectus Regulation.
For review under current regulation:
For review under Prospectus Regulation:
On this page:
- Submission methods
- Receipt of submissions and allocations of new cases
- What to include
- Subsequent drafts
- New applicants to the Official List
These depend on the type of document.
Submit a draft document either in:
- electronic form via the Electronic Submission System (which we recommend), or
- hard copy to The Allocations Manager, UKLA Department, Financial Conduct Authority, 12 Endeavour Square, London, E20 1JN.
Prospectuses and listing particulars
Submit a draft document in electronic form via the Electronic Submission System.
For security reasons, we do not accept email submissions.
If we receive your submission before 4pm, we will allocate a team to review your case that day. We will then phone and/or email you the next day with the contact details of our review team for your case. After that, you should discuss any questions about the case with our review team.
If we receive your submission after 4pm, we will allocate a review team the following business day and contact you after that.
We aim to respond to a submission with comments on the draft within the timeframes below.
First submission 10 clear working days. Second submission 5 clear working days
Prospectuses/LPs – new issues of global depositary receipts (GDRs)
First submission 5 clear working days.
Prospectuses – further issues of equity shares by a listed issuer
First submission 4 clear working days.
Plain vanilla debt securities
We also offer a Same day service (SDS) for the rapid review and approval of certain non-equity supplementary prospectuses (SPs) and supplementary listing particulars (SLPs).
For urgent supplementary prospectuses regarding equity shares, we will usually respond more quickly than the turnaround times above.
Please include the following with your draft submission:
- The document itself (two copies for hard copy circulars sent by post or courier).
- Contact details of the person submitting the document.
- Form A (not required for listing particulars or circulars).
- Issuer contact details form (not required for circulars).
- Publication form (not required for circulars).
- Variation Request Letter (if applicable).
- Copies of any information incorporated into the document by reference.
- Relevant completed checklists or cross-reference lists.
- Fee or electronic payment form (see Vetting Fees).
- Other information that the FCA may require or that may be helpful (for example, a covering letter, particularly to highlight previous correspondence on the case).
If the issuer is premium listed and the transaction requires a sponsor (see LR8.2.1), we may require additional documents:
- a draft Sponsor's Declaration on Application for Listing (where applicable – see LR8.4.3)
- a draft Sponsor's Declaration on the Production of a Circular (applicable circulars only: see LR8.4.13)
- a draft Sponsor’s Declaration for a Transfer of Listing Category (applicable circulars only: see LR8.4.4)
- for prospectuses or listing particulars which relate to the issuance of debt securities, you may also wish (but are not required) to include an Upfront submission form (doc). Its purpose is to enable you to address upfront several matters or queries that typically arise during our document reviews. This form does not apply to SDS submissions.
See our forms page for all the forms mentioned above.
You can submit subsequent drafts of the document in the same way, that is, either:
- electronically via the Electronic Submission System (for prospectuses, listing particulars or circulars), or
- hard copy to The Allocations Manager, UKLA Department, Financial Conduct Authority, 12 Endeavour Square, London, E20 1JN (circulars only)
You should mark hard-copy submissions for the attention of the member(s) of our review team allocated to your case rather than the Allocations Manager.
Further submissions should also include a black-lined version of the latest draft document, highlighting the changes you have made compared to the previous draft you submitted to us.
You also need to include:
- a clean version of the document
- Listing Rules checklists
We also need the applicant's advisers to provide a written response to each of our comments. If the response to a comment results in a change to the document, the comment response should refer to the page where we will find the change.
Prospectus Rules cross-reference lists do not need to be re-submitted. If a response refers to amendments you have made to a document, please include a page reference where we can find the amendment. All cross-references on any comments sheet to where we can find text should be to the black-line version, not the clean version.
Once the document is clear of comments, you can arrange a date for approval with your review team. On the approval date, we will need the following:
For all documents:
- A clean dated version of the final document (2 copies if the circular is submitted in hard copy).
- A black-lined version of the document with changes marked against the last draft submitted.
- A signed and dated Variation Request Letter if applicable, (or written confirmation that you have not made any changes to the previously submitted information).
For circulars only:
- Signed and dated final Listing Rule checklists.
For prospectuses only:
- Signed and dated Form A (if this has changed since the previous submission).
- Issuer contact details form (if this has changed since the previous submission).
- Publication form (if this has changed since the previous submission).
We do not need Final Prospectus Rules cross-reference lists.
Where the issuer is premium listed and the transaction requires a sponsor (see LR8.2.1), we may also require the following documents:
- a Sponsor's Declaration on Application for Listing (where applicable – see LR8.4.3)
- a Sponsor's Declaration on the Production of a Circular (applicable circulars only – see LR8.4.13)
- a Sponsor’s Declaration for a Transfer of Listing Category (applicable circulars only – see LR8.4.4)
For further information, see:
If a prospectus is by an equity share issuer or GDR issuer that is a new applicant to the Official List, then in addition to meeting the submission requirements above, you should submit an eligibility letter (if not submitted already). 'New applicant' means the issuer is listing its equity shares or GDRs for the first time.
The eligibility requirements are as follows:
- a premium listing of equity shares – LR2 (in all cases) and either LR6, LR15 or LR16 depending on whether the issuer is a trading company, closed-ended investment fund or open-ended investment company
- a standard listing of equity shares - LR2 and LR14.2
- a GDR issuer – LR2 and LR18.2
To show you can meet the eligibility criteria, you should submit an eligibility letter. This should set out:
- background details on the issuer
- details of how the issuer can comply with the relevant eligibility requirements
- contact details for the person at the adviser we should speak to if we have any questions.
If the applicant is applying for premium listing, the eligibility letter should come from a sponsor.
See our Eligibility technical note for more information.