Prospectus Rules 2025 - Feedback Statement

Summary

This is the Guernsey Financial Services Commission's feedback statement summarising responses to its January 2025 consultation on updated Prospectus Rules, and setting out the final form of the Prospectus Rules and Guidance, 2025. It explains which proposals were adopted, amended or rejected, and confirms that the finalised rules take effect on 1 July 2025, replacing the 2021 Rules.

• Who is affected: Persons who have issued or propose to issue a prospectus for a Category 2 Controlled Investment that is a Bailiwick registered/incorporated entity or is promoted or offered to the public in the Bailiwick, and persons operating or providing services to a collective investment scheme registered under section 8 of the POI Law and subject to the Registered Collective Investment Scheme Rules, 2021.
• Expanded exemptions adopted: New or widened exemptions for promotions to Professional Investors, offers to an identifiable category of up to 200 persons (up from 50), certain court sanctioned schemes, Takeover Code offers, investments being listed on certain exchanges, employee share offers, certain corporate actions (e.g. scrip dividends, rights issues), offers with a minimum consideration of at least £100,000, and offers to EU Qualified Investors.
• LSE listed scheme relief: Registered collective investment schemes listed or traded on London Stock Exchange markets are exempted from the Part 2 disclosure requirements only, not from the rules as a whole.
• Enhanced disclosure requirements (Part 2): New requirements for registered collective investment schemes to disclose valuation methodology and NAV publication (where applicable), fees/charges/expenses, issue and redemption arrangements, and details of the investment manager/adviser; a new requirement to disclose any borrowing limits or restrictions in all prospectuses; and a narrower requirement to disclose significant beneficial ownership in service providers only where it creates a conflict of interest.
• Schedules amalgamated: Schedule 2 (risk warning statement) has been merged into Schedule 1 (other mandatory statements), with wording updated to align with the Registered Collective Investment Scheme Rules; the required statements need not appear as one continuous block but must be clearly and visibly set out.
• Circulation clarifications (Part 4): Confirms the application fee relates to Category 2 Controlled Investment prospectuses (forming part of the overall scheme fee for registered schemes), and that a new registered collective investment scheme's prospectus cannot be circulated until the Commission has issued its declaration of registration.
• Extended notification duties (Part 5): For registered collective investment schemes, changes to valuation methodology/NAV provision, fees and charges, issue/redemption procedures, or the manager/investment adviser must be notified; for all prospectuses, changes to investment strategy/restrictions, borrowing and hedging powers/restrictions, and voting or other rights must be notified to investors and the Commission.

Prospectuses already registered under the 2021 Rules (or earlier) are automatically treated as registered under the 2025 Rules and do not need to be updated solely because of the rule change. However, any amendment to an existing prospectus, and any new or replacement prospectus, must comply with the Prospectus Rules and Guidance, 2025 from the date they come into force.

Key obligations

• Any new or replacement prospectus for a Category 2 Controlled Investment, and any amendment to an existing prospectus, must comply with the Prospectus Rules and Guidance, 2025 from 1 July 2025.
• For registered collective investment schemes, changes to valuation methodology/NAV provision, fees and charges, issue/redemption procedures, or the manager/investment adviser must be immediately notified to investors and the Commission.
• For all prospectuses, changes to investment strategy or restrictions, borrowing and hedging powers or restrictions, and voting or other rights must be immediately notified to investors and the Commission.
• Prospectuses must include the disclosures required under revised Part 2 (valuation methodology, fees/charges, issue and redemption arrangements, investment manager/adviser details, borrowing limits, and conflict-related beneficial ownership disclosures where applicable).
• Circulation of a prospectus for a new registered collective investment scheme may only occur after the Commission has issued its declaration of registration for that scheme.
• Mandatory statements set out in the amalgamated Schedule 1 must be clearly and visibly included in the prospectus.

Applies to

Issuers/promoters of Category 2 Controlled Investments, Bailiwick registered or incorporated entities issuing prospectuses, Operators of registered collective investment schemes, Service providers to registered collective investment schemes registered under section 8 of the POI Law

Deadlines

• 1 July 2025: Prospectus Rules and Guidance, 2025 come into force, revoking the Prospectus Rules and Guidance, 2021; new or amended prospectuses must comply from this date.
• 3 March 2025: Closing date of the consultation period on the proposed Prospectus Rules updates (informational, already passed).