FAQs

You can submit the prospectus in hard copy to the UKLA or you can upload it on the electronic submission system (ELS). For more information on how to use ELS, please visit the ELS section of the UKLA website or call the UKLA Helpdesk on 0207 066 8333 and select the electronic submission option.

The Prospectus Regulation states you should structure the elements of a prospectus in the following order:
1) a table of contents;
2) the summary;
3) the risk factors; and
4) the other information items included in the schedules and building blocks according to which the prospectus is drawn up.

Where the denomination of the securities in question is less than €50 000 you must include a summary. For more guidance about the requirements and what a summary should include, please consult the PR 2.1.2 to 2.1.7

No. A new applicant can not incorporate information by reference unless it has previously been admitted on another European regulated market and has therefore had information filed/approved with another competent authority. You cannot incorporate information by reference unless you have already been admitted on another European regulated market and have filed information or had documents approved with another competent authority.

You can incorporate information by reference into a prospectus if we (or any other home competent authority), have previously or simultaneously approved it. The information incorporated by reference must be filed with our Document Viewing Facility (or the equivalent at any other home competent authority) or announced through a Regulatory Information Service (or the equivalent at any other home competent authority) as long as the information incorporated by reference meets the requirements set out within PR 2.4.

You may only omit necessary information from the prospectus if we have granted you authorisation to do so. Under PR 2.5.3, you must send us a variation request letter and clearly outline the specific information concerned and why you want to omit it. You must say why you think one or more grounds in section 87B(1) of the Act applies.

Where the securities in question have a denomination of less than €50 000, you will need to comply with the requirements set out in annex 4.13.1 of the Prospectus Regulations. If the securities have a denomination of €50 000 or more, you will need to meet the requirements set out in annex 9.11.1 of the Prospectus Regulations. Alternatively, if the issuer is a credit institution, you can choose to satisfy the requirements set out in annex 11.11.1.

Regardless of the denomination of the securities, if you have not commenced operations you will not need to include historical financial information in the prospectus but you must insert a clear statement within the prospectus to say this.

If you have commenced operations and the denomination of the securities in question is less than €50 000, you will be expected to produce an accountants' report for the period between when operations commenced and the date of the prospectus. If you have been operating for less than one year and have produced and published audited accounts up to the year end date, we will not require you to audit the remaining period from the year end date up to the date of the prospectus.

If you have commenced operations and the denomination of the securities in question is €50 000 or more, you will not have to include any historical financial information if you have not yet published your end of year accounts.

If you are a third-country issuer and the denomination of the securities is less than €50 000 your financial information must be prepared in accordance with Regulation (EC) No 1606/2002, or to your country's equivalent national accounting standards. As stated within annex 4.13.1 of the Prospectus Regulations, if such financial information is not equivalent to these standards, you must present it in the form of restated financial statements.

Where the denomination of the securities is €50 000 or more your financial information must be prepared in accordance with Regulation (EC) No 1606/2002, or to your country's equivalent national standards. Otherwise, as stated within annex 9.11.1 of the Prospectus Regulations, you will need to:

a) insert a prominent statement in the prospectus, explaining that the financial information has not been prepared in accordance with Regulation (EC) No 1606/2002 and that material differences may exist; and

b) include a description, immediately following on from the historical financial information, of the differences between the international accounting standards adopted under Regulation (EC) No 1606/2002 and the accounting principles you have used when preparing your annual financial statements.

You do not need to restate your accounts or give a narrative description of the differences, if you satisfy one of the conditions in the transitional provisions to the prospectus directive as set out in Commission Regulation (EC) No 1787/2006.

Our standard turnaround times for GDRs are up to ten working days for the first draft and up to five working days for later drafts.

Please see Annex 10 of the Prospectus Regulations for disclosure requirements for GDRs.

You can find the historical financial information requirements for a GDR issuer in annex 10.20.1 of the Prospectus Regulations.

Pursuant to article 16 of the prospectus directive, every significant new factor, material mistake or inaccuracy relating to the information included in the prospectus which is capable of affecting the assessment of the securities and which arises or is noted between the time when the prospectus is approved and the final closing of the offer or, as the case may be, the time when trading on the regulated market begins, must be mentioned in a supplementary prospectus.

In this example, it is the issuer's decision as to whether or not the publication of the interim financial statements, constitute a significant factor that merits the publication of a supplementary prospectus. In addition, the supplementary prospectus shall only be produced if the publication of the supplementary prospectus occurs between the time of the offer to the public or, as the case may be, the time when trading on a regulated market begins.

You can use the SDS service to either incorporate by reference or attach to a supplementary prospectus/supplementary listing particulars the following types of documents:

• SEC filings such as Form 8-K, 10-Q, 10-K;
• interim financials; and
• annual report and accounts.

You can also use it to:

• increase the facility amount of a programme;
• update the taxation section of a prospectus; and
• incorporate by reference or attaching a document (or parts of a document) previously approved by the UKLA

If we have granted you a variation from any disclosure within the base prospectus, you must submit a variation request letter for the drawdown prospectus, unless you have included the information in the drawdown prospectus. If you update any of the disclosure requirements addressed in the base prospectus after the date of its approval, you must also update them in the drawdown prospectus.

The total fee is £2725. This includes a vetting fee of £2500 and a listing application fee of £225. From 1 April 2007, you no longer have to pay tranche fees.

The total fee is £2725. This includes a vetting fee of £2500 and a listing application fee of £225.

You only have to pay a £500 vetting fee for a supplementary prospectus.