A Prospectus is a formal disclosure document required when offering securities to the public or seeking admission to a regulated market.
When Required
| Trigger | Threshold | Approval |
|---|
| Main Market admission | All cases | FCA |
| Public offers | >150 persons or >€8m | FCA |
| Private placements | Exempt | N/A |
| AIM admission | Exempt (Admission Document instead) | LSE |
Core Content Requirements
| Section | Description |
|---|
| Risk factors | Material risks specific to issuer and securities |
| Financial information | Usually 3 years of audited accounts |
| Business description | Operations, markets, competitive position |
| Use of proceeds | How raised capital will be deployed |
| Working capital | 12-month sufficiency statement |
| Directors | Key personnel and management disclosures |
Types of Prospectus
| Type | Purpose | When Used |
|---|
| IPO Prospectus | Initial public offering | First admission to trading |
| Secondary Issue | Subsequent capital raise | Already-listed company raises more |
| Rights Issue | Simplified format | Existing shareholders subscription |
| Tripartite | Split document | Registration doc + securities note + summary |
Prospectus vs AIM Admission Document
| Feature | Prospectus (Main Market) | Admission Document (AIM) |
|---|
| Approver | FCA | LSE |
| Content | Strict regulation | More flexible |
| Reviewer | FCA competent authority | Nominated Adviser |
Legal Framework
