Generally speaking, in the context of debt securities, a prospectus will be required where an issuer wishes to:
- make an offer of securities to the public (the "Public Offer Rule"); and/or
- have its securities listed on a regulated market.
A prospectus must contain all information which, according to the particular nature of the issuer and of the securities offered and/or admitted to trading, is necessary to enable investors to make an informed assessment of:
- the assets and liabilities, financial position, profit and losses and prospects of the issuer and/or any guarantor; and
- the rights attaching to such securities.
A prospectus, drawn up as a single document, must contain the following parts:
- a clear and detailed table of contents;
- if applicable, a summary;
- appropriate risk factors linked to the issuer and the type of securities covered by the issue; and
- the other information items included in the relevant annexes to the Prospectus Regulation according to which the Prospectus is drawn up.