Submit a prospectus or circular

There are several investor documents that must be submitted to us for approval before publication. Find out more about each one, how to submit and being approved.

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:

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 and the following day will count as the first working day for the purposes of our review.

You will receive an email will the contact details of your review team, together with confirmation of when first comments are due. 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
Securitised derivatives
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
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.

Listing Transactions – Russia and Belarus sanctions confirmation

Issuers must confirm to us that they are not affected by the following sanctions. Find out what confirmations we need about the effect of sanctions before we can begin work on a vetting, guidance or listing application request.

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)
  • 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 need to receive both the updated document and responses to our comments by 8am for that day to count as the first working day in our review timetable.

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:

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.

Page updates

: Information changed Christmas 2023 listing transaction details removed
: Information changed Turnaround times update
: Information changed Christmas 2022 update removed
: Information changed Easter 2022 listing transaction details removed