Q&As

Can a company passport an FCA approved prospectus into the EU before 31 December 2020 and use it to make an offer to the public in the EU after that date?

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Last updated on 28/10/2020

The following Corporate Q&A provides comprehensive and up to date legal information covering:

  • Can a company passport an FCA approved prospectus into the EU before 31 December 2020 and use it to make an offer to the public in the EU after that date?

Can a company passport an FCA approved prospectus into the EU before 31 December 2020 and use it to make an offer to the public in the EU after that date?

Under the Prospectus Regulation an issuer is required to publish a prospectus which must be approved by a competent authority when offering securities to the public in the EEA or applying to have securities admitted to a regulated market (if no applicable exemption is available). In order to make cross-border share issues within the EEA easier, the EU prospectus regime contains ‘passporting arrangements’ which allow companies to draw up a single prospectus for use throughout the EEA.

Passporting provisions in the Prospectus Regulation

Articles 24 to 26 of the Prospectus Regulation (EU) 2017/1129 contain passporting provisions which provide that a prospectus approved by the competent authority in one EEA state (the home member state) can be used in another EEA state (the host member state) without the need to have the prospectus approved by the competent authority in the host member state. Accordingly, a UK issuer has been able to make a cross-border share offer throughout the EEA using one prospectus approved by the FCA and passported into other EEA states without requiring further regulatory approval.

This is most relevant in the case of a UK issuer with shareholders based in the UK and other European countries undertaking

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