Updated Prospectus Rules in Guernsey: changes to disclosure requirements

This is the second briefing in our two-part series on Guernsey's updated Prospectus Rules and Guidance, 2025 and the potential implications for funds and their licensees.  

In this article, we summarise key changes to disclosure requirements and what this means specifically for open and closed-ended funds.  

To learn more about changes to the scope of application and numerous new exemptions for the offer of general securities and derivatives introduced under the updated Prospectus Rules, read part one of our series.  

Key changes and commencement date

While the current Guernsey Prospectus Rules and Guidance, 2021 (2021 Rules) continue to apply to prospectuses currently in issue, the Guernsey Prospectus Rules and Guidance, 2025 (2025 Rules) will apply to any new, updated or replaced prospectuses from 1 July 2025. Any prospectuses already registered and in issue will need to comply with the 2025 Rules as from their next update. 

This means that directors, general partners, managers and trustees may update their prospectuses immediately to align with the 2025 Rules and, in any event, will need to make any necessary changes to comply with the 2025 Rules: 

• when the prospectus is next due to be updated, or 

• before the next annual update, if any factual changes occur in respect of the fund or the relevant parties which are required to be disclosed under the 2025 Rules 

Key changes include: 

• the introduction of new disclosure requirements for registered funds and related obligation to notify of any changes 

• clarity around the existing requirements aimed at enhancing transparency for investors 

• the introduction of a partial exemption from disclosure for certain listed funds 

For completeness, it should be noted that the Registered Collective Investment Scheme Rules and Guidance, 2021 (RCIS Rules) have also been amended with effect from 1 July 2025 to update the cross referral to the 2025 Rules. 

New requirements specifically for registered open and closed-ended funds in Guernsey

The 2025 Rules introduce new requirements to be included in the prospectuses of open or closed-ended funds registered under the RCIS Rules relating to: 

Valuations

Details of the manner and the frequency in which assets and liabilities will be valued, as well as: 

• in respect of an open-ended collective investment scheme, the provision for the publication of the price  

• in respect of a closed-ended collective investment scheme, the net asset value, where one is available and published, or 

• the availability of the price or net asset value, if this information is not to be published 

Fees and charges

The nature of all fees, material charges, and expenses payable out of the property and, where applicable, how their amounts will be determined. 

Issue and redemption procedure 

Where applicable, the procedure for the issue and redemption of units, including the arrangements for the registration, transfer of title, any minimum holding or minimum redemption requirements and the circumstances which may lead to suspension. 

Key roles in relation to the fund

For open-ended collective investment schemes only, the 2025 Rules require the names and addresses of any:  

• appointed prime broker 

• manager 

• investment adviser 

These new requirements are in addition to the names and addresses of the designated administrator and the designated custodian or trustee, as currently required under the 2021 Rules. 

Significant beneficial ownership 

The 2025 Rules specify that disclosure of the names of persons holding significant beneficial ownership in the following is only required for registered investment schemes (whether open or closed-ended) and where such holding constitutes an actual or potential conflict of interest: 

• designated administrator  

• custodian  

• general partner, in the case of a limited partnership, or 

• trustee, in the case of a unit trust 

Such a conflict of interest may arise when:  

• the same individual holds a significant beneficial ownership in more than one of the parties listed above, or 

• an individual holds a significant beneficial ownership in one of the parties listed above as well as having a financial or controlling interest in the fund 

Please note, according to the Guernsey Financial Services Commission's (GFSC) guidance, these are listed by way of example only and it should be considered whether other relationships may give rise to a conflict of interest for these purposes. 

Terms applicable to all offers under the 2025 Rules

Notifications of changes in content

The 2025 Rules also expand the requirement to notify investors and the GFSC of any changes to the information provided in the prospectus as part of the new disclosure requirements, with the exception of those regarding significant beneficial ownership. 

Updates to existing requirements

Details relating to the offer 

In addition to the current requirements, under the 2025 Rules prospectuses will need to state:  

• if the offerors, vendors and promoters are corporate entities, the principal nature of their business or activities and 

• any investment strategy, objective and restrictions that apply 

Goodwill, preliminary expenses and benefits

While the 2025 Rules do not introduce substantive changes to this rule, they clarify that the value and accounting treatment of any such expense or benefit given to the promoter from the proceeds of the offer must be disclosed in the prospectus. 

Borrowings, indebtedness and hedging powers

The 2025 Rules go a step further than the 2021 Rules by requiring that any borrowing powers, limits or restrictions and any hedging powers of the offeror must be disclosed in the prospectus.  

The requirement to disclose details of all borrowings, indebtedness and security interests as at the date of the prospectus remains in place. 

Secretary

Under the 2025 Rules details of the qualifications of the company secretary will no longer be required to be included in the prospectus. 

Other parties

The requirement under the 2021 Rules to include the names and addresses of the offeror's principal bankers has been extended by the 2025 Rules to any bankers of the offeror. 

Circulation 

Prospectuses may only be circulated to potential investors after: 

• the GFSC has registered the prospectus, in the case of a prospectus relating to a category 2 controlled investment, or 

• the GFSC has issued its declaration of registration in respect of the fund, in the case of a prospectus relating to a fund registered under the RCIS Rules 

Exemption for listed funds

The disclosure requirements listed under part 2 of the 2025 Rules do not apply any prospectus issued in relation to a registered investment scheme whose shares or interests are listed or traded on any market of the London Stock Exchange or which is prepared as part of an application for a listing on trading on any such market.

However, the above exemption is only partial as it does not extend to the notification requirements under the 2025 Rules. In fact, even where the above exemption applies, any changes to the content of the prospectus which fall within those subject to notification requirements under the 2025 Rules, must be notified immediately to the GFSC. 

Other recent updates to the Guernsey funds regime 

This update follows a wave of recent changes in the Guernsey funds space, including: 

• the GFSC's position regarding crypto currency funds and guidance on related applications 

• the new Private Investment Fund Rules and Guidance, 2025 

• the new guidance note on Unclaimed Investor Money under the POI Law 

For more information on what the recent changes mean for you, contact our Investment Funds team. 

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Disclaimer

This client briefing has been prepared for clients and professional associates of Ogier. The information and expressions of opinion which it contains are not intended to be a comprehensive study or to provide legal advice and should not be treated as a substitute for specific advice concerning individual situations.

Regulatory information can be found under Legal Notice