Matt Sanders
Managing Partner
Guernsey
Purpose of the 2025 Rules
The 2025 Rules govern how in-scope investment products and offers are presented to potential investors. They reflect feedback from industry stakeholders and an internal review of the 2021 Rules, with a focus on usability, clarity, and compatibility with global standards. The changes also support Guernsey’s strategic positioning as a jurisdiction that fosters innovation while maintaining robust regulatory oversight.What remains the same
The following remain subject to the 2025 rules:
- Open or closed-ended registered investment schemes
- Offers by Bailiwick entities (companies, limited partnerships, unit trusts) of any Category 2 Controlled Investment (as defined in the Protection of Investors (Bailiwick of Guernsey) Law, 2020)
- Offers to the Bailiwick public of Category 2 Controlled Investments, regardless of the offeror’s domicile
The following remain out of scope:
- Offers of Category 2 Controlled Investments listed/traded on exchanges supervised by IOSCO members (IOSCO exemption)
- Private Investment Funds (PIFs)
- Preliminary “Red Herring” prospectuses containing appropriate disclaimers
Key changes in the 2025 Rules
Expanded exemptions
The 2025 Rules introduce new exemptions for:
- Prospectuses prepared for listing/trading of Category 2 Controlled Investments under the IOSCO exemption
- Prospectuses for registered investment schemes listed or applying to list on any market of the London Stock Exchange
- Offers subject to the Takeover Code
- Offers under court-sanctioned schemes in Guernsey, Jersey, or the UK
- Promotions directly communicated to Professional Investors
- Offers with a minimum investment of £100,000 (or equivalent)
- Promotions to Qualified Investors under EU Regulation 2017/1129
These exemptions are designed to reduce regulatory friction for sophisticated market participants while preserving investor protection for the retail segment.
Threshold changes
- The threshold for requiring a prospectus for Category 2 Controlled Investments has increased from 50 to 200 non-professional investors
- For professional investors, there is no threshold—allowing unlimited offers
- Category 1 Controlled Investments (collective investment schemes) remain subject to the 2025 Rules
Enhanced disclosure requirements
Prospectuses must now include:
- Names and addresses of all bankers (not just the principal banker)
- Investment objectives, strategy, and restrictions
- Borrowing powers, limits, and hedging capabilities
- Names and addresses of vendors and offerors
- For corporate promoters, a description of their principal business activities
- Accounting treatment and value of benefits or expenses allocated to promoters from the offer proceeds
In certain cases, issuers must notify both the Guernsey Financial Services Commission (GFSC) and investors of any changes to prospectus information. These enhanced disclosures aim to improve transparency and investor confidence.
Transitional provisions
Prospectuses issued under the 2021 Rules remain valid. The 2025 Rules apply only to new, updated or replaced prospectuses from 1 July 2025 onward.
Looking ahead
As the UK prepares to implement its own updated Prospectus Rules in January 2026, Guernsey continues to align its regulatory framework with both UK and EU standards - creating a more permissive and globally compatible environment for investment. These reforms reinforce Guernsey’s reputation as a forward-thinking jurisdiction that balances innovation with regulatory integrity.
