The Prospectus Rules and Guidance, 2025

Summary

These Rules, made under the Protection of Investors (Bailiwick of Guernsey) Law, 2020, set out the mandatory content, statements and circulation requirements for prospectuses used to offer Category 2 controlled investments (including registered investment schemes, companies, limited partnerships and unit trusts) to the public in the Bailiwick of Guernsey. They replace the 2021 Prospectus Rules and take effect on 1 July 2025.

• Scope: Apply to prospectuses for registered investment schemes and for offers of Category 2 controlled investments by Bailiwick-registered companies, limited partnerships or unit trusts, and to public offers of such investments in the Bailiwick regardless of the offeror's domicile.
• Key exclusions: Do not apply to listed/exchange-traded offers on IOSCO-member-supervised exchanges, private investment funds, takeover code transactions, court-sanctioned schemes, employee share offers, scrip dividends, promotions solely to Professional Investors or to no more than 200 identified persons, offers with a minimum consideration of at least GBP 100,000, EU qualified-investor promotions, and Red Herring prospectuses.
• Mandatory content: Prospectuses must disclose offer terms, capital structure, goodwill and preliminary expenses, material contracts, directors' interests, valuation methodology, fees and charges, options and prior interests, borrowings and hedging, issue/redemption procedures, accounts and reports, registered office and register location, principal establishments, service providers (administrator, custodian/trustee, manager, adviser), significant beneficial ownership, voting rights, and the date of issue.
• Required statements and circulation: Every prospectus must include the standard disclaimer and responsibility statements set out in Schedule 1, and must comply with the Rules' provisions on circulation and on notifying investors of subsequent changes to prospectus content.
• Responsibility: Directors (for a company), the general partner (for a limited partnership), or the manager or trustee (for a unit trust), or any person with actual responsibility for preparing the prospectus, are responsible for compliance with the Rules.
• Transitional savings: Prospectuses already in circulation and registered under the 2008, 2018 or 2021 Prospectus Rules continue to apply under those earlier rules, though any subsequent changes to such prospectuses must follow Part 5 of the 2025 Rules; exclusions or modifications granted under the 2018 or 2021 Rules continue to apply where the Law and 2025 Rules permit.

The Commission retains discretion to exclude or modify the application of any Rule by written notice and may issue supplementary (non-binding) guidance; guidance notes throughout the document are not themselves rules but suggest ways to demonstrate compliance.

Key obligations

• Prospectuses within scope must state all information specified in Part 2 (offer terms, capital, contracts, directors' interests, valuations, fees, borrowings, issue/redemption procedures, accounts and reports, registered office, principal establishments, service providers, significant beneficial ownership, voting rights, date of issue), as applicable to the entity type.
• Every prospectus must include the statements set out in Schedule 1 (Commission disclaimer, advice-seeking notice, directors'/general partner's/manager's or trustee's responsibility statement, and price-fluctuation warning).
• Prospectuses must be circulated in accordance with Part 4 of the Rules.
• Any change in the content of a prospectus after issue must be communicated to investors in accordance with Part 5 (Information to be provided to investors).
• Directors, the general partner, or the manager/trustee (or any person with actual responsibility for preparing the prospectus) must ensure compliance with these Rules.
• Prospectuses saved under earlier Rules (2008, 2018, 2021) that are subsequently changed must apply Part 5 of the 2025 Rules to those changes.

Applies to

registered investment schemes, companies offering Category 2 controlled investments, limited partnerships, unit trusts, directors, general partners, managers and trustees of collective investment schemes, investment advisers

Deadlines

• 1st July 2025: Commencement date of the Prospectus Rules 2025, which replace the Prospectus Rules 2021.

Related documents

• This document is made under Protection of Investors (Bailiwick of Guernsey) Law, 2020