How is a prospectus put together, and how long does it stay valid?

A prospectus must contain the necessary information that is material for an investor's informed assessment of three things: the financial position, assets and liabilities, profits and losses, and prospects of the issuer and of any guarantor; the rights attached to the securities; and the reasons for the issue and its impact on the issuer. What is needed varies with the issuer, the type of security and the circumstances.

It may be one document or separate documents. Separate documents split the content three ways: the issuer goes in a registration document, the securities in a securities note, and the essentials in a summary. Since 5 June 2026 a prospectus must generally follow a standardised format and sequence, now set out in Delegated Regulation (EU) 2026/1061 (in force since 16 August 2026), and must be easy to analyse, concise and comprehensible. A prospectus for shares may not exceed 300 A4 sides, not counting the summary or information incorporated by reference.

The summary gives investors the key information on what the issuer, any guarantor and the securities are, and what risks they carry. It is read as an introduction, together with the rest of the prospectus. It must be accurate, fair and clear, must not mislead and must not contradict the rest of the prospectus. It is a short document of at most seven A4 sides in clear, non-technical, concise language, with four sections in a fixed order: an introduction with warnings, followed by key information about the issuer, then the securities, then the offer or admission. It may list no more than 15 risk factors and may not cross-refer to other parts. Since 5 June 2026 it may use charts, graphs and tables.

No summary is needed where the prospectus concerns the admission of non-equity securities to a regulated market and either the securities will trade only on a market or segment open solely to qualified investors, or they have a denomination of at least €100,000 per unit. The exam material lists these two conditions one after the other without saying whether both must be met. The Regulation, applicable in full since 21 July 2019, joins them with 'or': either condition alone removes the need for a summary.

A base prospectus is available for non-equity securities, warrants of any form included, as the issuer, offeror or person seeking admission prefers. The details of each issue follow in final terms. It must contain a template headed 'form of the final terms', showing the options to be fixed for each issue, and the web address at which final terms will appear. Final terms outside the base prospectus are filed with the home authority and published as soon as practicable, with a summary of the individual issue annexed.

Every issuer with securities on an MTF or a regulated market can prepare, each financial year, a universal registration document describing its organisation, business, finances, prospects, governance and shareholders. The first must be approved by the home authority. The exam material says later ones may be filed without prior approval once the issuer has had them approved for two consecutive financial years. Since 4 December 2024 the Listing Act requires only one financial year of approval; missing a year's filing loses the benefit. An issuer with such a document that confirms its regulated information under the Transparency Directive and MAR is up to date for the last 18 months (When and how must an issuer disclose inside information, and when may it delay?) is a frequent issuer: its prospectus in separate documents gets a decision within five working days, after five working days' notice.

A prospectus is valid for 12 months from approval, whether used for a public offer or an admission, if completed by any supplements required. For separate documents, the 12 months start when the securities note is approved. An approved registration document can serve within a prospectus for 12 months from its approval, and a universal registration document for 12 months from its approval or filing; their expiry does not end a prospectus they already belong to.

Between approval and the close of the offer period or the start of trading, whichever is later, any material mistake, material inaccuracy or significant new factor that could affect how the securities are assessed must go into a supplement without undue delay. It is approved like a prospectus, within at most five working days, and the summary is updated where needed. In a public offer, investors who had agreed to buy before publication may withdraw within three working days after it, if the new factor or error arose or was noted before the offer closed or the securities were delivered, whichever came first. Before 4 December 2024 the permanent rule was two working days. Since then a supplement may not add a new type of security to a base prospectus, unless capital requirements make it necessary.