There are several investor documents that must be submitted to us for approval before publication. Find out more about each one, how to submit and being approved.
Find out more about the changes to turnaround times[1] for reviewing and processing listing transactions over the Christmas period 2024/2025.
Under the Prospectus Regulation Rules and the UK Listing Rules, issuers must submit certain types of investor documents (principally draft prospectuses, listing particulars and shareholder circulars) to us for approval before publication.
Our review and approval process aims to ensure that the document includes all the information our rules require, before it is published.
For review under the Prospectus Regulation:
Submission methods
Submit a draft document in electronic form via the Electronic Submission System[4].
For security reasons, we do not accept email submissions.
Receipt of submissions and allocations of new cases
If we receive your submission before 4pm, we will allocate a team to review your case that day and the following day will count as the first working day for the purposes of our review.
You will receive an email will the contact details of your review team, together with confirmation of when first comments are due. After that, you should discuss any questions about the case with our review team.
If we receive your submission after 4pm, we will allocate a review team the following business day and contact you after that.
Turnaround times
We aim to respond to a submission with comments on the draft within the timeframes below.
| Turnaround times |
Case type |
|---|---|
|
First submission 10 clear working days. Second submission 5 clear working days |
Prospectuses/LPs – new issues of global depositary receipts (GDRs)
|
|
First submission 5 clear working days. |
Prospectuses / Registration documents – further issues of equity shares by a listed issuer |
|
First submission 4 clear working days. |
Plain vanilla debt securities |
We also offer a Same day service (SDS)[5] for the rapid review and approval of certain non-equity supplementary prospectuses (SPs) and supplementary listing particulars (SLPs).
For urgent supplements regarding equity shares, we will usually respond more quickly than the turnaround times above.
Listing – Russia and Belarus sanctions confirmation
Issuers must confirm to us that they are not affected by the following sanctions. Find out what confirmations we need[6] about the effect of sanctions before we can begin work on a vetting, guidance or listing application request.
What to include with your initial submission
Please include the following with your draft submission:
- the document itself
- form A[7] (not required for listing particulars or circulars)
- Variation Request Letter (if applicable)
- copies of any information incorporated into the document by reference
- relevant completed checklists[3] or cross-reference lists[2]
- fee or electronic payment form (see Vetting Fees[8])
- other information that the FCA may require or that may be helpful (for example, a covering letter, particularly to highlight previous correspondence on the case)
If the transaction requires a sponsor (see UKLR 4.2.1R[9]), we may require additional documents:
- a draft Sponsor's Declaration on Application for Listing[10] (where applicable – see UKLR 24.3.3R
- a draft Sponsor's Declaration on the Production of a Circular[11] (applicable circulars only – see UKLR 24.3.11R)
- a draft Sponsor’s Declaration for a Transfer of Listing Category[12] (applicable circulars only – see UKLR 24.3.12R)
- for prospectuses or listing particulars which relate to the issuance of debt securities, you may also wish (but are not required) to include an Upfront submission form[13] (doc). Its purpose is to enable you to address upfront several matters or queries that typically arise during our document reviews. This form does not apply to SDS submissions[5]
See our forms page[14] for all the forms mentioned above.
Subsequent drafts
Further submissions should also include a black-lined version of the latest draft document, highlighting the changes you have made compared to the previous draft you submitted to us.
You also need to include:
- a clean version of the document
- UK Listing Rules checklists[8]
We need to receive both the updated document and responses to our comments by 8am for that day to count as the first working day in our review timetable.
Prospectus Regulation Rules cross-reference lists do not need to be re-submitted. If a response refers to amendments you have made to a document, please include a page reference where we can find the amendment. All cross-references on any comments sheet to where we can find text should be to the black-line version, not the clean version.
Approval
Once the document is clear of comments, you can arrange a date for approval with your review team. On the approval date, we will need the following:
New applicants to the Official List
If a prospectus is by an equity share issuer or GDR issuer that is a new applicant to the Official List, then in addition to meeting the submission requirements above, you should submit an eligibility letter (if not submitted already). 'New applicant' means the issuer is listing its equity shares or GDRs for the first time.
The eligibility requirements are as follows:
- UKLR3 applies in all cases
- a listing in the Equity shares (commercial companies) category – UKLR 5[18]
- a listing in the Closed-ended investment funds category – UKLR 11[19]
- a listing in the Equity shares (shell companies) category – UKLR 13[20]
- a GDR issuer – UKLR 15[21]
To show you can meet the eligibility criteria, you should submit an eligibility letter. This should set out:
- background details on the issuer
- details of how the issuer can comply with the relevant eligibility requirements
- contact details for the person at the adviser we should speak to if we have any questions
If the applicant is applying for premium listing, the eligibility letter should come from a sponsor.
See our Eligibility technical note[22] for more information.
