Section 23

A prospectus or MTF admission prospectus must contain the necessary information which is material to an investor for making an informed assessment of— the assets and liabilities, profits and losses, financial position and prospects of the issuer and of any guarantor, the rights attaching to the transferable securities, and the reasons for the issuance and its impact on the issuer. That information may vary depending on— the nature of the issuer, the type of transferable securities, the circumstances of the issuer, and whether transferable securities issued by the issuer have already been admitted to trading on a regulated market or primary MTF. The reference in paragraph (1)(a) to the prospects of the issuer and of any guarantor are to be read, in relation to debt securities, as a reference to the creditworthiness of the issuer and of any guarantor. Paragraph (5) applies in relation to non-equity securities which— represent an interest in assets, including any rights intended to ensure the servicing of those assets or the receipt or the timely receipt by holders of those assets of the amounts payable under those assets, are secured by assets and include terms providing for payments calculated by reference to those assets, or give rise to payment or delivery obligations linked to assets. In the case of non-equity securities to which this paragraph applies, the information referred to in paragraph (1) includes the necessary information which is material to an investor for making an informed assessment of the underlying assets, including— the creditworthiness of the obligor of the underlying assets, or where the underlying assets are shares or securities equivalent to shares, the prospects of the issuer of the underlying assets. Paragraph (5) does not limit paragraphs (1) and (2). This regulation does not limit the further information that— regulated market admission rules may require to be included in a prospectus, or rules made by the operator of a primary MTF may require to be included in an MTF admission prospectus. In this regulation “debt securities” means bonds or other forms of transferable securitised debts, except— transferable securities which are equivalent to shares, and transferable securities which, if converted or if the rights conferred by them are exercised, give rise to a right to acquire— shares, or transferable securities which are equivalent to shares.

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Source: legislation.gov.uk · retrieved 2026-09-04