Submit a prospectus or circular

How to submit investor documents to us for approval before publication.

 

Prospectus Regulation update

The new EU Prospectus Regulation is due to come into full effect from 21 July 2019. Our Policy Statement (PS19/12), published 31 May 2019, included near-final rules because changes to the Financial Services and Markets Act 2000 and relevant EU legislation had not been made. Now that Statutory Instrument 2019/1043, (EU) 2019/979 and (EU) 2019/980 have been published, we will proceed to publication of our final rules ahead of 21 July 2019. Any issuer seeking approval of a draft prospectus on or after 21 July 2019 must do so under the Regulation and in line with the Prospectus Regulation Rules sourcebook. Please note that applications submitted to the FCA on or after 21 July 2019 containing draft prospectuses that have been prepared in accordance with the pre-21 July regime will not be valid and will not be approved.

Prospectus Regulation Rules sourcebook

From 21 July 2019, issuers and their advisors should update references to the new Prospectus Regulation Rules where required – for example, referencing the right exemptions when applying for admission to the Official List.

Issuer data submission requirements – implementation deferred

In CP19/6 and PS19/12 we explained that when the Prospectus Regulation comes into full effect we will be required to report data to ESMA on our prospectus review activities. We therefore consulted on proposed new rules (PRR 3.2.7-8) to require issuers to provide us with the data we are required to send to ESMA. 

ESMA has now advised EU authorities that it does not require the full data set to be submitted at present. This is pending system changes that are unlikely to be completed until mid-2020. In light of this delay, we have decided to ourselves delay the implementation of changes to our ESS system that would enable us to collect the data. We are therefore making only limited changes to the ESS portal for 21 July 2019. Issuers and their advisors should continue to use existing processes.

 

Under the Prospectus Regulation 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.

For review under the Prospectus Regulation:

On this page:

Submission methods

Submit a draft document in electronic form via the Electronic Submission System.

For security reasons, we do not accept email submissions.

Receipt of submissions and allocations of new cases

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.

Turnaround times

We aim to respond to a submission with comments on the draft within the timeframes below.

Turnaround times

Case type

First submission 10 clear working days. Second submission 5 clear working days

Prospectuses/LPs – new issues of global depositary receipts (GDRs)
Prospectuses / Registration documents – new applicants for the admission of equity shares to the Official List
Prospectuses – issue of equity shares by an unlisted issuer with no previously approved prospectuses
Universal registration documents

 

First submission 5 clear working days.
Subsequent submissions 3 clear working days

Prospectuses / Registration documents – further issues of equity shares by a listed issuer
Prospectuses / Registration documents – further issues of equity shares by an unlisted issuer
Circulars by issuers with a Premium Listing
Prospectuses/LPs – further issues of Global Depositary Receipts
Prospectuses/LPs – sukuk
Prospectuses/LPs – asset backed securities
Prospectuses /LPs – convertible securities
Supplementary prospectuses / supplementary registration documents for equity shares
Amendments to universal registration documents

First submission 4 clear working days.
Subsequent submissions 2 clear working days

Plain vanilla debt securities
Redemption-linked securities
Medium term note programmes
Securitised derivatives
Registration documents – for non-equity securities
Supplementary prospectuses / supplementary registration documents / supplementary listing particulars for non-equity 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 supplements regarding equity shares, we will usually respond more quickly than the turnaround times above.

What to include with your initial submission

Please include the following with your draft submission:

  • the document itself 
  • form A (not required for listing particulars or 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:

See our forms page for all the forms mentioned above.

Subsequent drafts

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:

We also need the applicant's advisers to provide a written response to each of our comments via ESS. 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 Regulation 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.

Approval

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.
  • 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:

For prospectuses only:

  • Signed and dated Form A (if this has changed since the previous submission).
  • Publication form (if this has changed since the previous submission). 

We do not need Final Prospectus Regulation 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:

New applicants to the Official List

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.