Short form prospectus requirements for an offer of listed shares to employees [Archived]
Produced in partnership with Jeremy Edwards of Baker McKenzie
Practice notesShort form prospectus requirements for an offer of listed shares to employees [Archived]
Produced in partnership with Jeremy Edwards of Baker McKenzie
Practice notes
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.
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Jurisdiction(s):
United Kingdom
Related legal acts:
Key definition:
Prospectus definition
What does Prospectus mean?
A document, prepared by the lead manager to an issue containing all the pertinent information about a public offering of securities and about the borrower and guarantor, if any. It is made available to the appropriate legal authorities, stock exchanges and prospective investors. A preliminary prospectus is generally dispatched at the beginning of the subscription period and a final prospectus is dispatched immediately after both the final terms have been fixed and the subscription agreement has been signed by the borrower and the managers.
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