Prospectus requirements

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The UK securities law regime

The UK regulates the offer of securities to the public through an array of investment protection mechanisms, and the imposition on securities issuers of certain minimum standards of disclosure. As a result, there are certain circumstances in which a company may need to publish a prospectus in the UK when implementing an employee share plan there, unless an exemption is available.

Prospectus requirements in relation to employee share incentives

The Regulation (EU) 2017/1129, the EU Prospectus Regulation, was originally implemented into the UK in 2019 through amendments to the Financial Services and Markets Act 2000, and incorporation into the FCA Handbook in the Prospectus Regulation Rules.

As part of the Brexit process, the EU Prospectus Regulation was preserved in UK under the European Union (Withdrawal) Act 2018, as amended by the To view the latest version of this document and thousands of others like it, sign-in with LexisNexis or register for a free trial.

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Latest Share Incentives News

Share Incentives weekly highlights—12 December 2024

This week's edition of Share Incentives weekly highlights includes (1) in relation to employee benefit trusts, the cases of JTC Employer Solutions Trustee Ltd v Garnett and also MR Currell Ltd v Revenue and Customs Commissioners, (2) the Welsh Government publishing its Budget for 2025–26, and (3) a consultation published by the Financial Conduct Authority which includes proposals for updating the FCA’s Handbook to align with the new edition of the UK Corporate Governance Code that was published in January 2024.

Share Incentives weekly highlights—5 December 2024

This week's edition of Share Incentives weekly highlights includes (1) an update on the progress of Finance Bill 2025 and the National Insurance Contributions (Secondary Class 1 Contributions) Bill in the House of Commons, (2) the 2025/26 Scottish Budget and (3) the case of Simrajsar Ltd and another v Revenue and Customs Commissioners, in which the First-tier Tax Tribunal concluded that termination payments constituted taxable earnings.

Share Incentives weekly highlights—28 November 2024

This week's edition of Share Incentives weekly highlights includes (1) the CIOT’s response to the employee ownership trust provisions of the draft Finance Bill 2025, (2) proposals by the PRA and FCA of significant reforms to dual-regulated firms' remuneration regime, (3) the FRC’s annual review of corporate governance reporting, and (4) HMRC’s Employment Related Securities Bulletin 58.

Share Incentives weekly highlights—21 November 2024

This week's edition of Share Incentives weekly highlights includes (1) Glass Lewis’ publication of its 2025 proxy voting guidelines and (2) HM Treasury’s consultation response and draft legislation for PISCES.

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