This chapter provides an insight into the following areas:

• regulations governing the Main Market and an overview of the relevant rulebooks
• eligibility criteria for companies seeking Premium and Standard Listings
• contents requirements for the prospectus
• considerations for companies located outside the UK
• continuing obligations.

The Main Market of the London Stock Exchange (the 'Exchange') is governed by EU law, UK Acts of Parliament, regulations drawn up by the Financial Services Authority ('FSA') and the Exchange's rules.

EU law, through various directives and regulations, provides the minimum standards (applicable EUwide) that apply to the Main Market. The UK has, where necessary, implemented these directives and regulations through the Financial Services and Markets Act 2000 ('FSMA') and through the Listing Rules, the Prospectus Rules and the Disclosure and Transparency Rules. Among other things, FSMA gives statutory powers in relation to listings and listed companies to the FSA, which also acts as the UK Listing Authority ('UKLA'). The UKLA is also the UK's 'competent authority' for the purposes of EU legislation. Also relevant to interpreting and applying the relevant EU and UK legislation are guidance published by the Committee of European Securities Regulators ('CESR'), materials published by the FSA/UKLA (eg LIST!) and the UK Corporate Governance Code (formerly the 'Combined Code'), which is published by the Financial Reporting Council.

Access to the Main Market is a two-stage process: first it is necessary for the UKLA to admit a company's shares to the official list of the FSA (the 'Official List'), and then for the Exchange to admit those shares to trading on the Main Market. In order to obtain admission to the Official List, a company must meet the requirements of the Listing Rules and have published, or passported into the UK, an approved prospectus. The requirements of the Listing Rules will vary according to the type of listing being sought – a Premium Listing or a Standard Listing. In order to be admitted to trading on the Main Market, in addition to obtaining admission to the Official List, a company must comply with the Exchange's own regulations as laid out in its Admission and Disclosure Standards ('A&DS').

For shares to be admitted to the Official List and to trading on the Main Market, a company and the shares it issues must satisfy the relevant Official List and the Exchange's eligibility requirements. A company also needs to bear in mind, and ensure that it is able to comply with, the continuing obligations to which it will be subject following listing and admission.

UKLA eligibility requirements

The UKLA eligibility requirements are found in the Listing Rules. There are requirements that apply to all listings, as well as additional requirements that apply only to Premium Listings. One such requirement that applies to companies seeking a Premium Listing is that they must appoint a 'sponsor', which will generally be an investment bank, to advise them on the Listing Rules and Prospectus Rules and to give confirmations as to their compliance with those rules and certain other matters to the UKLA. Although a sponsor is required to provide advice to the company, its primary responsibilities and obligations are owed to the UKLA. The Listing Rules contain provisions as to the independence of the sponsor and identifying and managing conflicts of interest between its relationship with the company and its role as sponsor (it is, for example, customary for a sponsor also to be a bookrunner or underwriter in an offering).

The first set of requirements relates to legal matters and these require that the company is duly incorporated, validly existing and operating in conformity with its constitution and that its shares comply with the laws of the company's place of incorporation, are duly authorised and have all necessary statutory and other consents. The shares must also be admitted to trading on a recognised investment exchange, such as the London Stock Exchange (in practice, the listing and admission to trading will take place simultaneously), be freely transferable, fully paid and free from any liens or restrictions on the right of transfer (save for failure to comply with a statutory notice requiring information about interests in shares). Neither usual selling restrictions imposed as part of an offering nor a contractual lock-up arrangement would be considered a bar on transferability for these purposes. In addition, all the shares of the same class as the listed shares must be listed and the shares must have a minimum market capitalisation of £700,000. Finally, a prospectus relating to the shares must be approved by the FSA (or by another EEA state competent authority and passported into the UK) and published.

'Free-float' requirement

In order to obtain a Premium or Standard Listing, at least 25 per cent of the entire class of shares must, by the time of their admission to listing, be held by 'the public' in one or more EEA states. The amount of share capital held by the public is also known as the 'free-float'. Generally speaking, shares are deemed held by the public unless they are held by one or more of the following: (i) directors of the company or group members; (ii) persons connected with directors of the company or group members; (iii) trustees of any group employee share scheme or pension fund; (iv) a person who has the right to nominate a director; and/or (v) persons who individually or acting in concert have a 5 per cent or greater interest in the share capital. This rule is to ensure that there are sufficient smaller and non company-related shareholders for the market in the shares to operate properly – that is, for there to be sufficient liquidity in the shares. Given this, the UKLA does sometimes allow a smaller free-float than 25 per cent – for instance, where there are shares held outside the EEA that would be capable of being traded, or where the company's market capitalisation is so large that a smaller percentage might still allow for a sufficiently liquid market in the stock.

This rule is of particular interest in an IPO where the existing owners intend to maintain a substantial majority stake following the listing, as it will limit the number of shares they can retain post-IPO, especially if there is also a 'strategic' investor with more than 5 per cent.

Audited historical financial information

A company seeking a Premium Listing must generally have published or filed accounts for at least the last three financial years, audited without modification (which will generally mean without qualification), and the most recent must be for a period ended not more than six months prior to the date of the prospectus. This requirement will often drive the IPO timetable and will necessitate the preparation of interim audited accounts where the existing annual accounts are not sufficiently recent.

In addition to the above requirements, the auditors must be independent of the company and the company must obtain written confirmation from them that they comply with the relevant accounting and auditing independence guidelines.

75 per cent of the business being supported by revenue-earning record, control of assets and independence

At least 75 per cent of the business of a company seeking a Premium Listing must generally be supported by a revenue-earning record covering the period for which accounts are required under LR6 – namely, at least three years. In practical terms, this means that a company that has made major acquisitions (amounting to 25 per cent or more of its business) over the financial track record period must include financial information for these businesses both before and after their acquisition.

The form this information will take will be determined in accordance with the rules relating to 'complex financial histories' (rules contained, amongst other places, in Regulation 211/2007, which amended the Prospectus Regulation 809/2004 EC (the 'EU PD Regulation')). A company must also have controlled the majority of its assets for at least the three-year period for which accounts are required and be carrying on an independent business as its main activity. Where shareholders continue to own a substantial stake after IPO, it is customary to put in place a relationship agreement between those shareholders and the company to assist in demonstrating its operational independence. The requirements relating to the nature and duration of the company's business activities are intended to enable investors to make a reasonable assessment of the future prospects of the company's business. Accordingly, an issuer may not satisfy these provisions if its strategy, business or financial performance in the future is expected to be significantly different from that in its threeyear track record.

Working capital

A company seeking a Premium Listing is required to satisfy the FSA that it has sufficient working capital for at least the next 12 months. On a practical level, this is generally satisfied by the working capital statement to this effect included in the prospectus and the sponsor's declaration to the FSA. By contrast, an issuer seeking a Standard Listing need not have sufficient working capital for the next 12 months, although if not it would need to explain in its prospectus how it intends to procure such capital. To support the working capital statement and, where applicable, the related declaration, the company and its accountants will prepare a working capital report. The sponsor will review this report and conduct other related due diligence.

Warrants or options to subscribe

The total of all issued warrants and options to subscribe for equity share capital of the company must not exceed 20 per cent of its issued share capital.

Mineral companies and scientific research companies

Mineral companies and scientific research companies are subject to additional eligibility requirements, although they are not required to have a three-year, revenue-earning, audited track record.

London Stock Exchange eligibility requirements

The London Stock Exchange eligibility requirements are found in the A&DS. The essential requirement of the company is that it complies with the requirements of the securities regulators by which it is regulated (ie the FSA and any other home state regulator) and any other stock exchange on which it has securities admitted to trading. The A&DS also impose requirements relating to the trading and settlement of the shares: the shares must be capable of being traded in a fair, orderly and efficient manner and they must be eligible for electronic settlement.

A prospectus must be published by a company before its securities can be listed and admitted to trading on the Main Market. A prospectus sets out detailed information about a company's business, management and financial information, and there are detailed provisions in the FSA's Prospectus Rules and the EU PD Regulation regarding its content. The prospectus and its contents also form the base for marketing any offering to potential investors.

Passporting

The EU Prospectus Directive introduced the possibility of using a single prospectus approved within one EU jurisdiction to enable companies to offer or list securities throughout the EU. The requirements to effect the passporting into the UK of a prospectus approved elsewhere in the EU are minimal: the relevant regulator must provide the FSA with a copy of the prospectus and confirmation of its approval and the summary section of the prospectus (expected to be no more than 2,500 words) must be available in English.

'Pathfinder' or 'Price Range' prospectus

By the time a company has completed its IPO it is likely that it will have produced a 'pathfinder' prospectus (strictly an advertisement rather than a prospectus) as well as the UKLA-approved prospectus. The pathfinder prospectus is a near final draft of the prospectus that, in the context of offers to institutional investors only, will be used as part of the book-building and marketing process of the IPO. A few days before the day of admission to both the Official List and trading on the Main Market, a final, complete and UKLA-approved prospectus will be published containing the price at which the securities are offered for sale. If the offer is also being made to non-institutional investors, a pathfinder prospectus is not normally published, and instead a UKLA-approved 'price range' prospectus is used, offering shares to investors within a specified indicative offer price range. A pricing statement would subsequently be issued once the offer price is fixed at the end of the book-building and marketing period.

What must the prospectus contain?

The prospectus must contain the information necessary for investors to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the company, as well as the rights attaching to the securities being offered. This information must be presented in a way that is comprehensible and easy to analyse. These are the overarching requirements of FSMA, but there are also more detailed content requirements contained in the Prospectus Rules, which along with FSMA implement the Prospectus Directive and the EU PD Regulation (which will be shortly amended, although mainly in the context of secondary offerings rather than IPOs). Additionally, certain of these detailed requirements are further described in guidelines and questions and answers published by CESR, which will be taken into account by the FSA when it is determining whether the company has complied with its obligations regarding the prospectus. Further guidance on the application and interpretation of the EU PD Regulation and Prospectus Rules can be found in the LIST! newsletters published by the UKLA from time to time.

This section must briefly (in no more than 2,500 words) convey in non-technical language the essential characteristics of, and the risks associated with, the company and its securities. This will usually include a summary of the company, its business, strategy and prospects along with a summary of its financial information and the risk factors.

This section must describe the principal risks of relevance to the company and an acquisition of its shares. The former should be specific to the company and its industry – often a prospectus will divide the risk factors so as to address these separately. It will generally take a considerable time to draft the risk factors. As part of the approval process, the FSA will check to ensure that the risk factors do not undermine any of the statements made in the rest of the prospectus, especially the working capital statement.

This section describes and discusses the company's business and operations. It will generally start with an overview section, followed by a summary of the group's strengths and strategies. Following this, there will be a description of the principal products or services sold by the group, together with details of where and how these are produced and sold, including information on the group's customers and suppliers. An overview of the industry in which the group operates will also be included in this section, or included as a standalone section. The business description section will also typically include information on the group's employees, research and development, the group's competitors and the legal and regulatory framework in which the group operates.

This section is intended to provide investors with the information necessary to enable them to assess the key drivers of the group's business, of relevance to both past and future performance, and to understand management's perception of these matters. The operating and financial review will also include a description and explanation of the trends in the financial information included in the prospectus (including by business segment where appropriate) and a description of the group's sources and uses of liquidity and capital resources.

This section must include information about the company's assets and liabilities, financial position and profits and losses for the three most recent financial years (or, unless a Premium Listing, such shorter period as the company has been in operation) as well as any interim results published. The financial information needs to be audited (subject to certain exceptions) and prepared in accordance with IFRS or an 'equivalent' GAAP (eg US GAAP). As well as the historical financial information, the prospectus must include a 'pro forma' table, illustrating the effect of the IPO (and any significant transactions that are not consolidated into the financial statements) on the balance sheet and income statement. If the company wishes (for marketing reasons) or is obliged (because it has previously published one that remains current) to include a profit forecast or estimate in its prospectus, that forecast or estimate must be reported on by an auditor and that report must be included in the prospectus.

The directors must make a working capital statement stating that the company has sufficient working capital for the requirements of its group for the 12 months following publication of the prospectus (or, in the case of a Standard Listing, if not, how it intends to procure sufficient working capital). In addition, the prospectus must include a statement confirming that there has been no significant change in the financial or trading position of the group since the end of the last annual or interim financial period (or, if there have been changes, include details).

• l dividend policy
• l material litigation
• l directors and senior management
• l related-party transactions
• l major shareholders, and
• l terms of the share offering and share capital.

Who is responsible for the prospectus?

The company directors are obliged in the prospectus to state that they accept responsibility for the information in it and that it is true to the best of their knowledge, having taken reasonable care to make sure that this is the case. The issuer will also be responsible for the prospectus, as potentially are certain others (for example, providers of any expert reports included in the prospectus).

Responsibility for the prospectus carries with it the possibility of liability for the company, its directors and others. Quite apart from these considerations, the accuracy and completeness of the prospectus are of the utmost importance for commercial and reputational reasons. As a consequence, procedures have developed around the preparation of any prospectus, collectively referred to as 'due diligence', with this aim in mind. The process depends on the collective efforts of management as well as the banking, legal, accounting and other advisers. The due diligence exercise may also include a specific 'verification' exercise in which the steps taken to check material factual statements in the prospectus are recorded.

Timetable

The process, from the start of due diligence to the final printing of the prospectus prior to UKLA approval, is accordingly a complex one and can take four months or more to complete.

This section must briefly (in no more than 2,500 words) convey in non-technical language the essential characteristics of, and the risks associated with, the company and its securities. This will usually include a summary of the company, its business, strategy and prospects along with a summary of its financial information and the risk factors.

This section must briefly (in no more than 2,500 words) convey in non-technical language the essential characteristics of, and the risks associated with, the company and its securities. This will usually include a summary of the company, its business, strategy and prospects along with a summary of its financial information and the risk factors.

There are a number of additional factors that a non-UK company needs to take into account. For example, although non-UK companies can obtain a Premium Listing, FTSE index inclusion (one of the main motivations for a Premium Listing) will not always be possible. A non-UK company also needs to consider which competent authority will be responsible for approving its prospectus. In the case of companies incorporated in another EEA state this will normally be the competent authority in its state of incorporation.

Eligibility requirements

Subject to the additional eligibility requirement in respect of non-EEA companies without a home listing (see below), the Official List and London Stock Exchange eligibility requirements are the same for both UK and non-UK entities. However, non-UK companies may find it more difficult to comply with some of the Official List eligibility requirements.

Where the shares of a non-EEA company are not also listed in that company's country of incorporation or the country in which the majority of its shares are held, the FSA must be satisfied that the absence of a listing is not due to the need to protect investors. For instance, the company has not been delisted or refused a listing in its home country due to breaches of law or regulation.

A non-UK company that has not historically prepared its financial information to IFRS or an equivalent set of standards (eg US GAAP) will need to restate its historical financial information to IFRS or an equivalent set of standards, which can be a lengthy and costly process. This would apply to a listing anywhere in the EEA.

To be eligible for admission, a company's shares must be capable of being traded electronically. For admission to the Exchange's Main Market, this means that the shares must be capable of being admitted to CREST, a system operated by Euroclear UK & Ireland Limited ('Euroclear') to hold and transfer uncertificated securities. Only shares of a UK or Irish company can be admitted directly to CREST. For other issuers, depositary interests in respect of the underlying shares will need to be created and admitted to CREST. As well as giving rise to an additional workstream and extra costs, Euroclear imposes certain eligibility requirements as to the laws of the country of incorporation before it will admit depositary interests in respect of shares. Not all countries have historically been able to meet these requirements (for example, Russia). A depositary interest is similar to a global depositary receipt, but it has the advantage that the shares themselves are listed rather than receipts, which, among other things, can increase the range of potential investors and permits a Premium Listing.

Home member state

In addition to the various obligations that will apply by virtue of being admitted to trading on a UKregulated market, a company will be subject to certain ongoing obligations as to periodic disclosure of financial and other information, disclosure of major shareholdings and treatment of shareholders under the law of its 'home member state' (see 'Continuing obligations' below). The securities regulator in a company's home member state will also be the regulator responsible for approval of prospectuses prepared by that issuer. The identity of a company's home member state is therefore important as it will affect both an IPO process (and any future prospectuses) and ongoing obligations. If a company is incorporated in the EEA, its home member state will be its state of incorporation. If it is not incorporated in the EEA, the home member state may be chosen from the state(s) in which the issuer first makes an application to admit its shares to trading or makes an offer of those shares. For non-EEA entities seeking a listing in London, the home member state will generally be the UK. However, it is not uncommon for non-EEA groups to establish a non-UK EEA-incorporated holding company (for example, in Cyprus, Luxembourg or the Netherlands), in which case the issuer's home member state will be the state of incorporation of that holding company. An issuer facing this issue should consider the ramifications of being subject to two sets of rules and two regulators (including having a regulator other than the FSA approve prospectuses).

FTSE inclusion, Takeover Code, UK Corporate Governance Code and pre-emption rights

Only securities with a Premium Listing are potentially eligible for inclusion in the FTSE UK indices series.

Ongoing obligations

A non-UK company should also consider the continuing obligations to which it will be subject following listing and admission to trading. Although these continuing obligations do not generally differ between UK and non-UK entities, companies without prior experience of being subject to such obligations will need to ensure that the necessary systems and controls are in place and that their employees have been adequately trained to comply with them following listing. In addition, some of those obligations may require changes to the company's constitution to give shareholders pre-emption rights and impose a regime consistent with the UK Takeover Code.

A company will become subject to a number of continuing obligations once its shares have been listed on the Official List and admitted to trading on the Main Market. Certain obligations apply to all listed companies, whether they have a Standard or Premium Listing, and there are additional obligations that apply only to Premium Listed companies. The main obligations are set out below. Of particular note are the significant transaction and related-party transaction rules that apply to issuers with a Premium Listing. These restrict the company's ability to complete major transactions, or transactions outside the ordinary course of business with related parties, without first publishing a detailed circular and obtaining shareholder approval. This section assumes that the company's home member state is the UK, which will generally be the case for a London-listed company. If, however, its home member state is another EEA state, not all of these requirements will apply or apply in full (for example, DTRs 3, 4 and 5). That said, similar requirements may well be imposed by that other member state as many of these rules are taken from EU legislation. Continuing obligations that apply only to Premium Listed companies

A Premium Listed company is required to classify certain transactions on the basis of the 'class tests', which produce a ratio of the transaction size to certain company indicators (eg market capitalisation) set out in the Listing Rules. Not all transactions need to be classified, including transactions of a revenue nature in the ordinary course of business and issues of securities or transactions to raise finance that do not involve the acquisition or disposal of assets. An eligible transaction will be classified as 'Class 3' (ratios all less than 5 per cent), 'Class 2' (any ratio at least 5 per cent, but all less than 25 per cent), 'Class 1' (any ratio at least 25 per cent) or as a reverse takeover (an acquisition where any ratio is at least 100 per cent or that would result in a fundamental change in the board or voting control). Related transactions within a 12-month period are aggregated. Entry into a Class 3 or Class 2 transaction requires the notification of certain information on the transaction to the market via a 'Regulatory Information Service' ('RIS') (see below). The entry into a Class 1 transaction is a more significant matter, requiring publication of a 'Class 1 Circular' to shareholders and shareholder approval (with a simple majority). A Class 1 Circular needs to be approved by the UKLA and will contain certain information in relation to the proposed transaction and its expected effect on the listed company. Among other things, a Class 1 Circular is also required to include a working capital statement on the basis that the transaction has gone ahead, a no significant change statement and, if the Class 1 Circular relates to an acquisition, financial information on the target. A reverse takeover is subject to the same requirements as a Class 1 transaction and, in addition, the UKLA will generally cancel the listing of the issuer and require the combined entity to reapply for listing (which will, among other things, require the combined group to comply with many of the eligibility requirements of Chapter 6 of the Listing Rules as if it were a new applicant).

Certain transactions entered into between Premium Listed companies and 'related parties', or which benefit a 'related party', require publication of a shareholder circular and shareholder approval by a simple majority, with the related party not voting. The shareholder circular must be approved by the UKLA and include a recommendation from an independent adviser (generally an investment bank) that the terms of the transaction are fair and reasonable as far as shareholders are concerned.

A 'related party' is a person who is or was within the previous 12 months a substantial shareholder (broadly speaking, a shareholder holding at least 10 per cent), a director of the company or another group member, a person exercising significant influence over the company, or an associate of any of these persons. Certain related transactions are exempt from the requirement to publish a circular and obtain shareholder approval. These include transactions of a revenue nature in the ordinary course of business, very small transactions (below 0.25 per cent based on the class tests) and certain transactions in relation to an issue of securities. In addition, for related-party transactions where the class test ratios are all below 5 per cent, a circular and shareholder approval are not required, but an independent adviser is required to confirm in writing to the FSA that the terms of the transaction are fair and reasonable as far as shareholders are concerned.

A Premium Listed company is required to appoint a sponsor to advise it and, if applicable, to give certain confirmations to the FSA – for example, where the company is to publish a Class 1 or related-party circular or prospectus.

A Premium Listed company must require each of its 'persons discharging managerial responsibilities' (PDMRs) to comply with a securities dealing code at least as rigorous as the Model Code annexed to the Listing Rules. The Model Code governs when and in what circumstances a PDMR is able to deal in the company's securities and imposes certain obligations on a PDMR in respect of his or her connected persons. In particular, the Model Code restricts PDMRs from trading during 'close periods' (that is to say, in the weeks before publication of annual, semi-annual and quarterly reports) and during any other periods when the company is in possession of inside information. There are some exceptions to these restrictions, but they are very limited. A similar restriction applies to the company and members of its group dealing in the company's securities.

If a Premium Listed company has published unaudited financial information or a profit forecast or estimate, it must reproduce the figures in its next annual report and accounts and, if the actual figures differ from them by 10 per cent or more, provide an explanation of the differences.

A Premium Listed company is required to comply with the Code, or explain the reasons for noncompliance in its annual report. The Code is published by the Financial Reporting Council and contains a number of rules governing the composition and operation of the board of directors and board committees of a listed company. Among other things, the Code requires that (except for smaller companies outside the FTSE 350) at least half the board (excluding the Chairman) is comprised of independent nonexecutive directors.

A Premium Listed company is generally required to make issues of new shares on a pre-emptive basis, except where pre-emption rights have been disapplied in accordance with the UK Companies Act or equivalent national legislation. For non-UK entities where pre-emption rights do not exist as a matter of law, this requirement will need to be addressed in the articles of association or equivalent constitutional document. When offering new shares to investors, a Premium Listed company is, in broad terms, required to ensure that the offer price is at a discount of not more than 10 per cent to the existing market price of those shares, unless a larger discount has been approved by shareholders, shareholder pre-emption rights have been disapplied or the offering takes the form of a rights issue.

Various rules regarding the repurchase of securities apply to Premium Listed companies. These include a prohibition on repurchasing shares during a period in which PDMRs would be prohibited from dealing under the Model Code, limits on the price at which shares can be repurchased and a requirement for a tender offer in relation to purchases in excess of 15 per cent of the company's share capital.

A company is required to publish any 'inside information' that directly concerns it on a RIS as soon as possible. 'Inside information' is information that, if made public, would be likely to have a significant effect on the price of the shares or related financial instruments. There is limited ability to delay disclosure of inside information – in practice this is normally limited to transactions subject to ongoing negotiation, the disclosure of which could prejudice the outcome of those negotiations.

A company will also be subject to various other rules on the control and management of inside information, including a requirement to maintain lists of persons who have access to inside information and to provide such lists to the FSA on request. A RIS is a service that disseminates regulatory information, such as company announcements, and must be approved by the FSA. The Exchange operates the Regulatory News Service (RNS), which is a RIS.

PDMRs and their connected persons are required to notify the company of all transactions in its shares (including instruments relating to those shares). In addition, persons who hold voting rights (or rights to voting rights – such as convertibles) must notify the company if they reach, exceed or fall below 3 per cent, or any 1 per cent threshold in excess of 3 per cent, of the company's total voting rights (for instance, if a shareholder moved from a 4 per cent holding to a 5 per cent holding or vice versa). The company is in turn required to notify a RIS of any notifications made to it under these rules.

A company will be required to publish annual and semi-annual reports including consolidated financial information for the relevant period, together with an accompanying review of the company's business for that period, within four months and two months respectively of the end of the relevant financial period. The annual financial information must be audited. The semi-annual financial information need not be audited. As well as a report on the company's business for the period, certain other information is required, including information on the risks and uncertainties facing the business. The reports are also required to include responsibility statements from the relevant directors of the issuer, for example the Chief Financial Officer ('CFO'). A company is also required to publish an interim management statement twice a year, between its annual and semi-annual reports. This is not required to include any financial information but should include an update on the group's business and financial position in the period.

An issuer is required to ensure that at least 25 per cent of its shares are at all times in 'public hands'.

Further issues of shares of 10 per cent or more of the company's share capital (aggregated on a 12-month rolling basis) will generally require the publication of an approved prospectus.