Short form prospectus requirements for an offer of listed shares to employees [Archived]
Produced in partnership with Jeremy Edwards of Baker McKenzie
Short form prospectus requirements for an offer of listed shares to employees [Archived]

The following Share Incentives practice note Produced in partnership with Jeremy Edwards of Baker McKenzie provides comprehensive and up to date legal information covering:

  • Short form prospectus requirements for an offer of listed shares to employees [Archived]
  • Background
  • The short form prospectus regime
  • What should go into a short form prospectus?
  • What sections do not need to be included?
  • The home Member State
  • Does the short form prospectus need to be approved?

Background

Under Article 3(1) of Directive 2004/39/EC, the EU Prospectus Directive (PD), and section 85(1) Financial Services and Markets Act 2000 (FSMA 2000), it is unlawful for a public offer of transferable securities (including listed shares) to be made in the UK unless a prospectus approved by the FCA (or the competent authority of another EU state) has been issued beforehand, or an exemption applies.

Where it is concluded that a prospectus is required to be drafted in connection with an offer to employees (or former employees), it may be possible for a company to draft a prospectus under a short form disclosure regime. See Practice Note: When is a prospectus needed for an offer to employees? for a description as to when a prospectus is required to be prepared and filed.

Under the short form disclosure regime, prospectus requirements continue to apply, but they are interpreted in such a way as to make compliance much easier for companies whose shares are admitted to trading outside the EU. A number of US companies with shares listed on National Association of Securities and Deals Automated Quotations (NASDAQ) or the New York Stock Exchange (NYSE) have made use of the short form disclosure regime.

In practice, the companies that are likely to need to file and submit a prospectus are those which:

  1. do not have their head office or registered

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