[Last updated: 1 January 2024, unless otherwise noted]
Unless an exemption from the requirement to prepare a prospectus applies, the applicant company will need to prepare a prospectus to send to investors. The CBI will review a number of versions of the draft prospectus and provide detailed comments and raise points for clarification by the applicant company's advisers. Euronext Dublin will also need to receive an application for the admission of the securities to be included on Euronext Dublin, the final CBI-approved prospectus, and written confirmation of the number of shares to be allotted.
The prospectus must include the information prescribed by the Irish prospectus regulations (European Union Prospectus Regulations 2019, as amended), and it must also contain all of the information necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profits and losses, and prospects of the issuer of the shares and of any guarantor and of the rights attaching to the shares. This reflects Ireland's implementation of the Prospectus Regulation (Regulation (EU) 2017/1129), as amended.
In particular, the prospectus must include a summary section including certain key items of information (or, where that information is not available, indicate as not applicable). The length of the summary must not exceed 7% of the length of the prospectus, or 15 pages, whichever is longer. The prospectus must also include disclosure relating to the following topics: details of the persons responsible for the prospectus; details of the auditors; selected financial information; risk factors relating to the company and its industry; general information about the company; a description of the company's operations, principal activities, significant new products and services and principal markets; organizational structure; property, plant and equipment; a description in narrative form of the company's financial condition, changes in financial condition and results of the operations for the periods covered by the financial statements and any significant factors affecting its operating results; the company's long-term and short-term capital resources; the company's research and development policies; the most significant trends in the company's production, sales and inventory, and costs and selling prices; details of the company's management; corporate governance; number of employees and their share options; major shareholders; recent related party transactions; dividend policy; legal and arbitration proceedings; if profit forecasts are included in the prospectus, the principal assumptions upon which the profit forecasts are based; details of the company's share capital, objects, articles of association or charter, rights attaching to shares, procedure for conducting general meetings of shareholders and other related information; and a summary of material contracts.
In addition, with respect to financial information, the prospectus should also include audited historical financial information for the latest three financial years together with the audit report for each year. For an issuer incorporated in an EEA member state, the accounts should generally be prepared under IFRS. For an issuer incorporated outside the EEA, the accounts should be prepared either under IFRS or under US, Japanese, Chinese, Canadian or South Korean GAAP (which have been deemed equivalent to IFRS by the European Commission) or, for financial periods starting before 1 April 2016, Indian GAAP (Indian GAAP is currently being converged with IFRS). Any quarterly or half-yearly financial information that the company has published since the date of the last audited financial statements must also be included together with any audit or review report with respect thereto. If there has been a significant change in the company's position during the period covered by the historical financial information, such as a significant acquisition or merger, it is necessary to include pro-forma financial information to reflect how the transaction would have affected its assets and liabilities and earnings if it had occurred at the beginning of the period covered by the report. The prospectus must also replicate the audit reports for each relevant period including any refusals, qualifications or disclaimers and the reasons for the same. If any financial data included in the prospectus is not extracted from the company's audited financial information, its source must be disclosed. Any significant post-balance sheet change in the financial or trading position of the group must also be described.
Where the offer includes a US tranche, the prospectus needs to conform to the US disclosure standards applicable (these will differ depending on how the offer is made in the US). US disclosure standards are beyond the scope of this note, but these standards may require the inclusion of a detailed explanation and analysis of the company's financial results including key factors impacting its financial performance and comparison of its results on a year-by-year basis. The operating and financial review section (described above) will generally satisfy this requirement. In addition, it will usually be necessary to include a discussion of relevant US tax issues, restrictions on transferring the shares and certain legends required by US federal and state securities laws.
The CBI must approve the prospectus. The advisers will submit a draft prospectus to the CBI, who will then comment on it. The advisers and the applicant company address these comments and submit subsequent drafts until all of the CBI's comments have been addressed, at which point the CBI will informally agree to approve the prospectus. The advisers will then arrange to finalize the prospectus for the CBI's formal approval. The CBI approval process generally takes approximately two to four months from commencement of drafting to approval.
Typical process and timetable for a listing of a foreign company on Euronext Dublin of Euronext Dublin
The documentation and process requirements described in this section do not vary from what would be expected of a domestic company, although note the requirements for financial information described above in relation to relevant accounting principles.