What a prospectus is for
A prospectus has two jobs at once. Legally, it is the disclosure document that a regulator approves before shares can be offered to the public or admitted to a regulated market. Commercially, it is the long form of the equity story: the investment case that banks, analysts and investors test during the roadshow. The two jobs pull in different directions. Marketing wants a clean narrative, while the law wants every material risk and weakness on the page. A good prospectus resolves this tension through precision: claims are supported by data, forecasts are avoided or clearly framed, and the risks are specific to the company rather than generic.
Most regimes follow a similar architecture, shaped by EU and UK prospectus rules, US Securities Act practice and IOSCO disclosure standards. Section names and order differ, but the content an institutional investor expects to find is broadly the same in Dubai, London, Hong Kong and New York.
Typical structure
| Section | What it contains |
|---|---|
| Summary | Short overview of the issuer, the offer and key risks, in a format set by the regime |
| Risk factors | Material risks of the business, the sector, the jurisdiction and the shares, ranked by significance |
| Business description | Markets, products, competitive position, strategy, key contracts, licences |
| MD&A or operating and financial review | Management's explanation of results, drivers, liquidity, capital resources and trends |
| Financial information | Audited historical financial statements, interim accounts, pro forma information where needed |
| Management and governance | Directors, senior managers, board committees, remuneration, related party transactions |
| Shareholders and the offer | Ownership before and after the IPO, use of proceeds, offer structure, lock-ups, dividend policy |
| Regulatory and tax | Licensing regime, applicable law, taxation of investors, selling restrictions |
Risk factors and MD&A: where investors read closely
Risk factors are not boilerplate. Regulators reject lists of generic risks that apply to any company, and courts look at whether a risk that materialised was disclosed in a meaningful way. For an issuer from Central Asia or the CIS listing in the Gulf or London, typical specific risks include currency and convertibility, concentration of customers or suppliers, dependence on licences and state contracts, related party structures, and sanctions exposure in supply chains. Sanctions screening must be done at every stage of the process, and the prospectus should describe the company's actual position factually.
The MD&A, called the operating and financial review in UK and EU practice, is management explaining the numbers in its own words: why revenue moved, what drives margins, how working capital behaves, what the debt profile looks like. Inconsistency between the MD&A, the audited accounts and what management says in the roadshow is one of the most common sources of regulator comments and later liability claims.
Financial information
The financial section rests on audited historical statements, usually prepared under IFRS. Three years is the common benchmark. The LSE Main Market prospectus regime still requires audited historical financial information for the last three financial years or the shorter period of operation, even though the 2024 listing rules removed the revenue track record test. For onshore UAE offerings, practice under the unified CMA prospectus standard of 2023 is generally three years of audited accounts, although DFM and ADX listing rules themselves refer to two. The Saudi Exchange expects statements under SOCPA-endorsed standards. US listings on Nasdaq or NYSE require registration with the SEC on Form S-1 or F-1 and a PCAOB audit.
Where the group was restructured before the IPO, for example by placing operating companies under an ADGM or DIFC holding, the prospectus may need combined or pro forma financial information to show the business as it will be listed. This is often the most time-consuming part of drafting and depends directly on the quality of the IFRS conversion done earlier.
Who writes it and who is liable
- Issuer's counsel usually holds the pen, drafting with management and the CFO's team.
- Banks' counsel reviews, runs legal due diligence and negotiates disclosure on behalf of the underwriters.
- Auditors provide the financial statements, review the financial disclosure and issue comfort letters to the banks.
- The sponsor, Nomad, listing advisor or compliance adviser, depending on the market, confirms that the issuer meets eligibility and disclosure requirements.
- Directors take formal responsibility for the content and, in many regimes, sign a responsibility statement in the document itself.
Liability is personal and serious. Under UK, EU, US and Gulf regimes, directors and the issuer can face civil claims from investors who bought on the basis of a misleading prospectus, and regulators can impose sanctions. This is why every material statement goes through verification: a documented check that each fact is backed by a source, usually a board paper, contract, data set or audited figure.
Languages and regime differences
Onshore UAE, the CMA (formerly SCA) approves the prospectus for a DFM or ADX listing, and the unified standard allows the same document to support a listing on either exchange; offerings are commonly documented in Arabic and English. In the DIFC, the DFSA approves prospectuses for Nasdaq Dubai, and English is the working language. In Saudi Arabia, Arabic is the official language of documentation. The HKEX process is sponsor-led with detailed due diligence; following the July 2026 competitiveness review, all new applicants may file non-publicly. In London, a new prospectus regime under the Public Offers and Admissions to Trading Regulations 2024 and the FCA PRM sourcebook took effect on 19 January 2026. AIM uses an admission document overseen by the Nomad rather than an FCA-approved prospectus. Under the EU Listing Act, English is accepted as the conventional disclosure language for Euronext, and AIX offers a simplified single-document prospectus for its Regional Equity Market segment.
International offerings in the Gulf often add a Regulation S offering memorandum for institutional investors outside the home market, closely aligned with the local prospectus. Keeping the two documents consistent is a standing task for counsel until pricing.