Article 25 (Format of the prospectus) and Article 26 (Format of the base prospectus and its related final terms) of Commission Regulation (EC) 809/2004 (the Prospectus Regulations) detail the format or structure that prospectuses and base prospectuses should follow when seeking approval on a Regulated Market.

Arthur Cox Listing Services Limited has compiled this guidance note to provide clarification on how documents submitted to the Central Bank of Ireland ("Central Bank") for approval on the regulated market should be structured.

RETAIL DOCUMENTS

Where securities have denominations of less than 100,000 (or its equivalent) Articles 25 and 26 require the document to be structured as follows:

  • a clear and detailed table of contents
  • a summary as provided for in Article 5(2) of Directive 2003/71/EC (the Prospectus Directive)
  • the risk factors linked to the issuer and the type of securities
  • the other information items included in the relevant annexes of the Prospectus Regulation according to which the document is drawn up

WHOLESALE DOCUMENTS

Where securities have denominations of at least 100,000 (or its equivalent) Articles 25 and 26 would require the table of contents to be followed directly by the risk factors. The Central Bank has however confirmed that in line with industry practice they will also accept wholesale documents which contain a brief "overview" section before the risk factors. As such, either of the following approaches would be acceptable in wholesale documents:

A.

  • a clear and detailed table of contents
  • the risk factors linked to the issuer and the type of securities
  • the other information items included in the relevant annexes of the Prospectus Regulation according to which the document is drawn up

B.

  • a clear and detailed table of contents
  • a brief overview section
  • the risk factors linked to the issuer and the type of securities
  • the other information items included in the relevant annexes of the Prospectus Regulation according to which the document is drawn up

PRELIMINARY PAGES

The aim of Articles 25 and 26 is to enable investors to quickly identify the overall structure of the transaction and the related risks before proceeding to the more detailed transactional information.

However the Central Bank is aware of the industry practice of drafting documents so that a certain amount of "preliminary" information precedes the actual "table of contents" page. The Central Bank has confirmed that they are willing to accept documents which contain sections such as notices to investors, sections describing the presentation of financial information or defining forward looking statements etc. before the table of contents page.

CONCLUSION

In line with Articles 25 and 26 of the Prospectus Regulations, prospectuses should be drafted so that the transaction structure and associated risks are clearly visible in a prominent position. While the Central Bank will accept a number of introductory pages to precede the summary and/or risk factors sections, the formatting of the document in general and table of contents should reflect the structural requirements of these Articles.