PR Prospectus Rules

Part

PR Prospectus Rules

Printed on: 11/11/2024

Rulebook at: 27/09/2012

Chapters

PR 1 Preliminary
PR 2 Drawing up the prospectus
PR 3 Approval and publication of prospectus
PR 4 Use of languages and third
country issuers
PR 5 Other provisions
PR App 1 Relevant definitions
PR App 2 Fees
PR App 3 Schedules and Building Blocks and Table of Combinations of Schedules and Building Blocks
Transitional Provisions

PR 1

Preliminary

PR 1.1

Preliminary

01/07/2005

Application

PR 1.1.1

(1) PR 2, PR 3, PR 4.2, PR 5.1, PR 5.3.1 UK to PR 5.3.3 G and PR 5.5 only apply (subject to paragraph (2)) in relation to:

(a) an offer, or a request for admission to trading of transferable securities, in respect of which section 85 of the Act applies (other than an exempt offer under section 86 of the Act) and in relation to which the United Kingdom is the Home State;

(b) an offer, or a request for admission to trading of transferable securities, where under section 87 of the Act a person has elected to have a prospectus in relation to the transferable securities; and

(c) an offer, or a request for admission to trading of transferable securities, not referred to in paragraphs (a) or (b), in relation to which the United Kingdom is the Home State.

(2) PR 2, PR 3, PR 4.2 , PR 5.3.1 UK to PR 5.3.3 G also apply in relation to an offer, or a request for admission to trading of transferable securities, where another competent authority of an EEA State has transferred the function of approving the prospectus to the FSA .

01/07/2005

FSA exercising functions as competent authority

PR 1.1.2

In relation to the prospectus rules, the FSA is exercising functions as the competent authority under Part 6 of the Act (see section 72(1) of the Act).
Note: When exercising its functions as the competent authority under Part 6 of the Act, the FSA may use the name the UK Listing Authority.

01/07/2005

Persons responsible for complying with rules

PR 1.1.3

A person must comply with all rules that are specified as being applicable to them.

01/07/2005

PR 1.1.4

If a rule does not specify who is responsible for complying with it, then the following persons must comply with it:

(1) in relation to an offer:

(a) the issuer; and

(b) the offeror (if this is a person other than the issuer);

(2) in relation to a request for the admission to trading of transferable securities:

(a) the issuer; and

(b) the person requesting admission to trading (if this is a person other than the issuer).

01/07/2005

PR 1.1.5

An issuer is not responsible under PR 1.1.4R (1)(a) or (2)(a) if it has not authorised or made the offer or the request for the admission to trading.

01/07/2005

Provisions implementing the prospectus directive

PR 1.1.6

The following documents need to be considered together todetermine the effect of the prospectus directive:

(1) Part 6 of the Act;

(2) the PD Regulation;

(3) these rules; and

(4) the CESR recommendations.

01/07/2005

PR 1.1.7

To assist readers, extracts from the Actandthe PD Regulationare reproduced in the text of these rules. Readers should however consult those documents themselves to see the full text.

01/07/2005

CESR recommendations

PR 1.1.8

In determining whether Part 6 of the Act, these rulesandthe PD Regulationhas been complied with, the FSA will take into account whether a person has complied with the CESR recommendations.

01/07/2005

Application of rules to supplementary prospectuses

PR 1.1.9

Unless the context otherwise requires, a reference in these rules to a prospectus includes a supplementary prospectus.

01/07/2005

PR 1.2

Requirement for a prospectus and exemptions

01/07/2005

Requirement for a prospectus

PR 1.2.1

Sections 85 and 86 of the Act provide for when a prospectus approved by the FSA will be required:

(1)

It is unlawful for transferable securities to which this subsection applies to be offered to the public in the United Kingdom unless an approved prospectus has been made available to the public before the offer is made.

(2)

It is unlawful to request the admission of transferable securities to which this subsection applies to trading on a regulated market situated or operating in the United Kingdom unless an approved prospectus has been made available to the public before the request is made.

(3)

A person who contravenes subsection (1) or (2) is guilty of an offence and liable -

(a)

on summary conviction, to imprisonment for a term not exceeding 3 months or a fine not exceeding the statutory maximum or both;

(b)

on conviction on indictment, to imprisonment for a term not exceeding 2 years or a fine or both.

(4)

A contravention of subsection (1) or (2) is actionable, at the suit of a person who suffers loss as a result of the contravention, subject to the defences and other incidents applying to actions for breach of statutory duty.

(5)

Subsection (1) applies to all transferable securities other than -

(a)

those listed in Schedule 11A;

(b)

such other transferable securities as may be specified in prospectus rules [see PR 1.2.2 R].

(6)

Subsection (2) applies to all transferable securities other than -

(a)

those listed in Part 1 of Schedule 11A;

(b)

such other transferable securities as may be specified in prospectus rules [see PR 1.2.3 R].

(7)

"Approved prospectus" means, in relation to transferable securities to which this section applies, a prospectus approved by the competent authority of the home State in relation to the issuer of the securities.

Exempt offers to the public

(1)

A person does not contravene section 85(1) if -

(a)

the offer is made to or directed at qualified investors only;

(b)

the offer is made to or directed at fewer than 150 persons, other than qualified investors, per EEA State;

(c)

the minimum consideration which may be paid by any person for transferable securities acquired by him pursuant to the offer is at least 100,000 euros (or an equivalent amount);

(d)

the transferable securities being offered are denominated in amounts of at least 100,000 euros (or equivalent amounts);

(e)

the total consideration for the transferable securities being offered in the EEA states cannot exceed 100,000 euros (or an equivalent amount); or

(f)

the offer falls within subsection (1A).

(1A)

An offer ("the current offer") falls within this subsection where transferable securities are resold or placed through a financial intermediary where:

(a)

the transferable securities have previously been the subject of one or more offers to the public;

(b)

in respect of one or more of those previous offers, any of paragraphs (a) to (e) of subsection (1) applied;

(c)

a prospectus is available for the securities which has been approved by a competent authority no earlier than 12 months before the date the current offer is made; and

(d)

the issuer or other person who was responsible for drawing up the prospectus has given written consent to the use of the prospectus for the purpose of the current offer.

(2)

Where -

(a)

a person who is not a qualified investor ("the client") has engaged a qualified investor falling within point (1) of Section 1 of Annex II to the markets in financial instruments directive to act as his agent; and

(b)

the terms on which the qualified investor is engaged enable him to make decisions concerning the acceptance of offers of transferable securities on the client's behalf without reference to the client,

an offer made to or directed at the qualified investor is not to be regarded for the purposes of subsection (1) as also having been made to or directed at the client.

(3)

For the purposes of subsection (1)(b), the making of an offer of transferable securities to -

(a)

trustees of a trust,

(b)

members of a partnership in their capacity as such, or

(c)

two or more persons jointly,

is to be treated as the making of an offer to a single person.

(4)

In determining whether subsection (1)(e) is satisfied in relation to an offer ("offer A"), offer A is to be taken together with any other offer of transferable securities of the same class made by the same person which -

(a)

was open at any time within the period of 12 months ending with the date on which offer A is first made; and

(b)

had previously satisfied subsection (1)(e).

(5)

For the purposes of this section, an amount (in relation to an amount denominated in euros) is an "equivalent amount" if it is an amount of equal value denominated wholly or partly in another currency or unit of account.

(6)

The equivalent is to be calculated at the latest practicable date before (but in any event not more than 3 working days before) the date on which the offer is first made.

(7)

"Qualified investor" in relation to an offer of transferable securities, means -

(a)

a person described in points (1) to (4) of Section I of Annex II to the markets in financial instruments directive, other than a person who, before the making of the offer, has agreed in writing with the relevant firm (or each of the relevant firms) to be treated as a non-professional client in accordance with the final paragraph of Section I of Annex II to that directive;

(b)

a person who has made a request to one or more relevant firms to be treated as a professional client in accordance with Section II of Annex II to that directive and has not subsequently, but before the making of the offer, agreed in writing with that relevant firm (or each of those relevant firms) to be treated as a non-professional client in accordance with the final paragraph of Section I of Annex II to that directive;

(c)

a person who is recognised as an eligible counterparty in accordance with article 24 of that directive and has not, before the making of the offer, agreed in writing with the relevant firm (or each of the relevant firms) to be treated as a non-professional client in accordance with the final paragraph of Section I of Annex II of that directive;

(d)

a person whom any relevant firm is authorised to continue to treat as a professional client in accordance with article 71(6) of that directive.

(8)

In subsection (7) "relevant firm" means an investment firm or credit institution acting in connection with the offer.

(9)

Investment firms and credit institutions must communicate their classification of their clients as being or not being qualified investors on request to an issuer, subject to complying with the Data Protection Act 1998 or any directly applicable EU legislation relating to data protection.

(10)

In subsections (8) and (9) -
"credit institution" means -
(a) a credit institution authorised under the banking consolidation directive; or
(b) an institution which would satisfy the requirements for authorisation as a credit institution under that directive if it had its registered office (or if it does not have one, its head office) in an EEA State.

01/07/2012

Exempt securities - offers of securities to the public

PR 1.2.2

In accordance with section 85(5)(b) of the Act, section 85(1) of the Act does not apply to offers of the following types of transferable securities:

(1) shares issued in substitution for shares of the same class already issued, if the issue of the new shares does not involve any increase in the issued capital;

(2) transferable securities offered in connection with a takeover by means of an exchange offer, if a document is available containing information which is regarded by the FSA as being equivalent to that of the prospectus, taking into account the requirements of EU legislation;

(3) transferable securities offered, allotted or to be allotted in connection with a merger or division, if a document is available containing information which is regarded by the FSA as being equivalent to that of the prospectus, taking into account the requirements of EU legislation;

(4) dividends paid out to existing shareholders in the form of shares of the same class as the shares in respect of which the dividends are paid, if a document is made available containing information on the number and nature of the shares and the reasons for and details of the offer;

(5) transferable securities offered, allotted or to be allotted to existing or former directors or employees by their employer or by an affiliated undertaking if:

(a) the company has its head office or registered office in the EU, provided a document is made available containing information on the number and nature of the transferable securities and the reasons for and details of the offer; or

(b) the company is established outside the EU and has transferable securities that are admitted to trading, provided a document is made available containing information on the number and nature of the transferable securities and the reasons for and details of the offer; or

(c) the company is established outside the EU and has transferable securities admitted to trading on a third country market provided that:

(i) a document is made available containing adequate information, including the number and nature of the transferable securities; and

(ii) the reasons for and details of the offer in a language customary in the sphere of international finance; and

(iii) the European Commission has adopted an equivalence decision for the purpose of article 4(1) of the PD regarding the third country market concerned.

[Note: article 4(1) PD]

01/07/2012

Exempt securities - admission to trading on a regulated market

PR 1.2.3

In accordance with section 85(6)(b) of the Act, section 85(2) of the Act does not apply to the admission to trading of the following types of transferable securities:

(1) shares representing, over a period of 12 months, less than 10 per cent of the number of shares of the same class already admitted to trading on the same regulated market;

(2) shares issued in substitution for shares of the same class already admitted to trading on the same regulated market, if the issue of the shares does not involve any increase in the issued capital;

(3) transferable securities offered in connection with a takeover by means of an exchange offer, if a document is available containing information which is regarded by the FSA as being equivalent to that of the prospectus, taking into account the requirements of EU legislation;

(4) transferable securities offered, allotted or to be allotted in connection with a merger or a division, if a document is available containing information which is regarded by the FSA as being equivalent to that of the prospectus, taking into account the requirements of EU legislation;

(5) shares offered, allotted or to be allotted free of charge to existing shareholders, and dividends paid out in the form of shares of the same class as the shares in respect of which the dividends are paid, if the shares are of the same class as the shares already admitted to trading on the same regulated market and if a document is made available containing information on the number and nature of the shares and the reasons for and details of the offer;

(6) transferable securities offered, allotted or to be allotted to existing or former directors or employees by their employer or an affiliated undertaking, if the transferable securities are of the same class as the transferable securities already admitted to trading on the same regulated market and if a document is made available containing information on the number and nature of the transferable securities and the reasons for and detail of the offer;

(7) shares resulting from the conversion or exchange of other transferable securities or from the exercise of the rights conferred by other transferable securities, if the shares are of the same class as the shares already admitted to trading on the same regulated market;

(8) transferable securities already admitted to trading on another regulated market, on the following conditions:

(a) that these transferable securities, or transferable securities of the same class, have been admitted to trading on that other regulated market for more than 18 months;

(b) that, for transferable securities first admitted to trading after the 31 December 2003, the admission to trading on that other regulated market was associated with an approved prospectus made available to the public in accordance with Article 14 of the prospectus directive;

(c) that, except where (b) applies, for transferable securities first admitted to listing after 30 June 1983, listing particulars were approved in accordance with the requirements of Directive 80/390/EEC or Directive 2001/34/EC;

(d) that the ongoing obligations for trading on that other regulated market have been fulfilled;

(e) that the person requesting the admission to trading under this exemption makes a summary document available to the public in a language accepted by the competent authority of the EEA State of the regulated market where admission is sought;

(f) that the summary document referred to in paragraph (e) is made available to the public in the EEA State of the regulated market where admission to trading is sought in the manner set out in Article 14 of the prospectus directive; and

(g) that the contents of the summary document comply with article 5(2) of the prospectus directive. Also the document must state where the most recent prospectus can be obtained and where the financial information published by the issuer pursuant to its ongoing disclosure obligations is available [Note: article 4(2) PD].

01/07/2012

PR 1.2.4

(1) The summary document referred to in PR 1.2.3R (8) should at least contain the information that would be required in a summary if the summary were being produced at the date of the summary document.

(2) The content of the summary document may be obtained from publicly available information on the issuer.

(3) If the information is obtained from publicly available information on the issuer, the information should be accurately reproduced from publicly available information and no facts should be omitted which would make the reproduced information misleading.

01/07/2005

PR 2

Drawing up the prospectus

PR 2.1

General contents of prospectus

01/07/2005

General contents of prospectus

PR 2.1.1

Sections 87A(2), (2A), (3) and (4) of the Act provide for the general contents of a prospectus:

(2)

The necessary information is the information necessary to enable investors to make an informed assessment of -

(a)

the assets and liabilities, financial position, profits and losses, and prospects of the issuer of the transferable securities and of any guarantor; and

(b)

the rights attaching to the transferable securities.

(2A)

If, in the case of transferable securities to which section 87 applies, the prospectus states that the guarantor is a specified EEA State, the prospectus is not required to include other information about the guarantor.

(3)

The necessary information must be presented in a form which is comprehensible and easy to analyse.

(4)

The necessary information must be prepared having regard to the particular nature of the transferable securities and their issuer and any delegated acts adopted by the Commission under article 7(1) of the prospectus directive.

01/07/2012

Summary

PR 2.1.2

Sections 87A(5) and (6) of the Act set out the requirement for a summary to be included in a prospectus:

(5)

The prospectus must include a summary (unless the transferable securities in question are ones in relation to which prospectus rules provide that a summary is not required).

(6)

The summary must convey concisely, in non-technical language and in an appropriate structure, the key information relevant to the securities which are the subject of the prospectus and, when read with the rest of the prospectus, must be an aid to investors considering whether to invest in the securities.

01/07/2012

When a summary is not required

PR 2.1.3

In accordance with section 87A(5) of the Act, a summary is not required for a prospectus relating to non-equity transferable securities that have a denomination of at least 100,000 euros (or an equivalent amount) if the prospectus relates to an admission to trading. [Note: article 5.2 PD]

01/07/2012

Contents of summary

PR 2.1.4

Article 24 of the PD Regulation provides for how the contents of the summary are to be determined:

Content of the summary of the prospectus, of the base prospectus and of the individual issue

The issuer, the offeror or the person asking for the admission to trading on a regulated market shall determine the detailed content of the summary referred to in Article 5(2) of Directive 2003/71/EC in accordance with this Article.
A summary shall contain the key information items set out in Annex XXII. Where an item is not applicable to a prospectus, such item shall appear in the summary with the mention "not applicable". The length of the summary shall take into account the complexity of the issuer and of the securities offered, but shall not exceed 7% of the length of a prospectus or 15 pages, whichever is the longer. It shall not contain cross-references to other parts of the prospectus.
The order of the sections and of the elements of Annex XXII shall be mandatory. The summary shall be drafted in clear language, presenting the key information in an easily accessible and understandable way. Where an issuer is not under an obligation to include a summary in a prospectus pursuant to Article 5(2) of Directive 2003/71/EC, but produces an overview section in the prospectus, this section shall not be entitled "Summary" unless the issuer complies with all disclosure requirements for summaries laid down in this Article and Annex XXII.

The summary of the base prospectus may contain the following information:

(a)

information included in the base prospectus;

(b)

options for information required by the securities note schedule and its building block(s);

(c)

information required by the securities note schedule and its building block(s) left in blank for later insertion in the final terms.

The summary of the individual issue shall provide the key information of the summary of the base prospectus combined with the relevant parts of the final terms. The summary of the individual issue shall contain the following:

(a)

the information of the summary of the base prospectus which is only relevant to the individual issue;

(b)

the options contained in the base prospectus which are only relevant to the individual issue as determined in the final terms;

(c)

the relevant information given in the final terms which has been previously left in blank in the base prospectus.

Where the final terms relate to several securities which differ only in some very limited details, such as the issue price or maturity date, one single summary of the individual issue may be attached for all those securities, provided the information referring to the different securities is clearly segregated.
The summary of the individual issue shall be subject to the same requirements as the final terms and shall be annexed to them.

[Note: See transitional provisions in Regulation (EU) No 486/2012]
NOTE:The European Commission has published a draft Regulation amending the PD Regulation here: http://ec.europa.eu/internal_market/securities/prospectus/index_en.htm
The FSA will review prospectuses in accordance with the authoritative version of the PD Regulation, including any amendments made by the final published version of the above Regulation, which is the version that is published in the Official Journal of the European Union, from the date it is stated to be in force.
The FSA Handbook will be updated to reflect the final changes in due course.
Please also note that references to the PD Regulation in the FSA Handbook have been amended to take account of the amendments to the PD Regulation made by Regulation (EU) No 486/2012 which was published in the Official Journal on 9 June 2012.

01/07/2012

PR 2.1.6

The summary must be in the language in which the prospectus was originally drawn up. [Note: article 19.2 PD]
Note: PR 4.1 sets out rules about the language in which the prospectus must be drawn up.
Note: Article 19.2 of the prospectus directive also allows the competent authority of a Host State to require that the summary be translated into its official language(s). The FSA as competent authority of a Host State requires a summary to be translated into English under PR 4.1.6 R.

01/07/2005

PR 2.1.7

The summary must also contain a warning to the effect that:

(1) it should be read as an introduction to the prospectus;

(2) any decision to invest in the transferable securities should be based on consideration of the prospectus as a whole by the investor;

(3) where a claim relating to the information contained in a prospectus is brought before a court, the plaintiff investor might, under the national legislation of the EEA States, have to bear the costs of translating the prospectus before the legal proceedings are initiated; and

(4) civil liability attaches to those persons who are responsible for the summary including any translation of the summary, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the prospectus or it does not provide, when read together with the other parts of the prospectus, key information in order to aid investors when considering whether to consider an offer further as set out in section 90(12) of the Act. [Note: articles 5.2 and 6.2 PD]

01/07/2012

PR 2.2

Format of prospectus

01/07/2005

Format of prospectus

PR 2.2.1

A prospectus may be drawn up as a single document or separate documents. [Note: PD article 5.3]

01/07/2005

PR 2.2.2

(1) A prospectus composed of separate documents must divide the required information into a registration document, a securities note and a summary.

(2) The registration document must contain the information relating to the issuer. The securities note must contain the information concerning the transferable securities to be offered or to be admitted to trading. [Note: article 5.3 PD]

01/07/2005

PR 2.2.3

The registration document accompanied by the securities note (updated if applicable in accordance with PR 2.2.5 R) and the summary shall be considered to constitute a valid prospectus. [Note: article 9.4 PD]

01/07/2005

Prospectuses consisting of separate documents

PR 2.2.4

An issuer, offeror or person requesting admission who already has a registration document approved by the FSA is required to draw up only the securities note and the summary when transferable securities are offered or a request is made for admission to trading. [Note: article 12.1 PD]

01/07/2005

PR 2.2.5

If PR 2.2.4 R applies, the securities note must provide information that would normally be provided in the registration documentwherethere has been a material change or recent development which could affect an investor's assessmentsince the latest updated registration document was approved, unless such information is provided in a supplementary prospectus. The securities note and summary shall be subject to a separate approval. [Note: article 12.2 PD]

01/07/2012

PR 2.2.6

An issuer, offeror or person requesting admission may choose to file a registration document without approval. If it does so, the entire documentation, including updated information, is subject to approval. [Note: article 12.3 PD]

01/07/2005

Base prospectus

PR 2.2.7

The prospectus can, at the choice of the issuer, offeror or person requesting admission, consist of a base prospectus containing all relevant information concerning the issuer and the transferable securities to be offered or to be admitted to trading if it relates to one of the following types of transferable securities:

(1) non-equity transferable securities, including warrants in any form, issued under an offering programme; or

(2) non-equity transferable securities issued in a continuous or repeated manner by credit institutions:

(a) where the sums deriving from the issue of the transferable securities, under national legislation, are placed in assets which provide sufficient coverage for the liability deriving from transferable securities until their maturity date;

(b) where, in the event of the insolvency of the related credit institution, the said sums are intended, as a priority, to repay the capital and interest falling due, without prejudice to the provisions of Directive 2001/24/EC on the reorganisation and winding up of credit institutions. [Note: article 5.4 PD]

01/07/2005

PR 2.2.8

The information given in the base prospectus must be supplemented, if necessary, in accordance with section 87G of the Act (supplementary prospectus), with updated information on the issuer and on the transferable securities to be offered or to be admitted to trading. [Note: article 5.4 PD]

01/07/2005

PR 2.2.9

If the final terms of the offer are not included in eitherthe base prospectus or a supplementary prospectus:

(1) the final terms must be provided to investors and filed with the FSA , and made available to the public, in accordance with PR 3.2.4 R to PR 3.2.6 R the PD Regulation as soon as practicable after each offer is made and, if possible, before the offer begins;

(2) the base prospectus must disclose the criteria and/or the conditions in accordance with which the above elements will be determined or, in the case of price, the maximum price. [Note: article 5.4 PD]

01/07/2005

PR 2.3

Minimum information to be included in a prospectus

01/07/2005

Minimum information

PR 2.3.1

Articles 3 to 23 of the PD Regulation provide for the minimum information to be included in a prospectus:
Note: the Annexes (including schedules and building blocks) referred to in these articles are set out for information in PR App 3.

Article 3
Minimum information to be included in a prospectus

A prospectus shall be drawn up by using one or a combination of the schedules and building blocks set out in this Regulation.

A prospectus shall contain the information items required in Annexes I to XVII and Annexes XX to XXIX depending on the type of issuer or issues and securities involved. Subject to Article 4a(1), a competent authority shall not request that a prospectus contains information items which are not included in Annexes I to XVII or Annexes XX to XXIX.

In order to ensure conformity with the obligation referred to in Article 5(1) of Directive 2003/71/EC, the competent authority of the home Member State, when approving a prospectus in accordance with Article 13 of that Directive, may, on a case by case basis, require the information provided by the issuer, the offeror or the person asking for admission to trading on a regulated market to be completed, for each of the information items.

Where the issuer, the offeror or the person asking for the admission to trading on a regulated market is required to include a summary in a prospectus, in accordance with Article 5(2) of Directive 2003/71/EC, the competent authority of the home Member State, when approving the prospectus in accordance with Article 13 of that Directive, may, on a case by case basis, require certain information provided in the prospectus, to be included in the summary.

Article 4
Share registration document schedule

For the share registration document information shall be given in accordance with the schedule set out in Annex I.

The schedule set out in paragraph 1 shall apply to the following:

(1)

shares and other transferable securities equivalent to shares;

(2)

other securities which comply with the following conditions:

(a)

they can be converted or exchanged into shares or other transferable securities equivalent to shares, at the issuer's or at the investor's discretion, or on the basis of the conditions established at the moment of the issue, or give, in any other way, the possibility to acquire shares or other transferable securities equivalent to shares, and

(b)

provided that these shares or other transferable securities equivalent to shares are or will be issued by the issuer of the security and are not yet traded on a regulated market or an equivalent market outside the Community at the time of the approval of the prospectus covering the securities, and that the underlying shares or other transferable securities equivalent to shares can be delivered with physical settlement.

Article 4a
Share registration document schedule in cases of complex financial history or significant financial commitment

Where the issuer of a security covered by Article 4(2) has a complex financial history, or has made a significant financial commitment, and in consequence the inclusion in the registration document of certain items of financial information relating to an entity other than the issuer is necessary in order to satisfy the obligation laid down in Article 5(1) of Directive 2003/71/EC, those items of financial information shall be deemed to relate to the issuer. The competent authority of the home Member State shall in such cases request that the issuer, the offeror or the person asking for admission to trading include those items of information in the registration document.
Those items of financial information may include pro forma information prepared in accordance with Annex II. In this context, where the issuer has made a significant financial commitment any such pro forma information shall illustrate the anticipated effects of the transaction that the issuer has agreed to undertake, and references in Annex II to "the transaction" shall be read accordingly.

The competent authority shall base any request pursuant to the first subparagraph of paragraph 1 on the requirements set out in item 20.1 of Annex I, item 15.1 of Annex XXIII, item 20.1 of Annex XXV, item 11.1 of Annex XXVII and item 20.1 of Annex XXVIII as regards the content of financial information and the applicable accounting and auditing principles, subject to any modification which is appropriate in view of any of the following factors:

(a)

the nature of the securities;

(b)

the nature and range of information already included in the prospectus, and the existence of financial information relating to an entity other than the issuer in a form that might be included in a prospectus without modification;

(c)

the facts of the case, including the economic substance of the transactions by which the issuer has acquired or disposed of its business undertaking or any part of it, and the specific nature of that undertaking;

(d)

the ability of the issuer to obtain financial information relating to another entity with reasonable effort.

Where, in the individual case, the obligation laid down in Article 5(1) of Directive 2003/71/EC may be satisfied in more than one way, preference shall be given to the way that is the least costly or onerous.

(3)

Paragraph 1 is without prejudice to the responsibility under national law of any other person, including the persons referred to in Article 6(1) of Directive 2003/71/EC, for the information contained in the prospectus. In particular, those persons shall be responsible for the inclusion in the registration document of any items of information requested by the competent authority pursuant to paragraph 1.

(4)

For the purposes of paragraph 1, an issuer shall be treated as having a complex financial history if all of the following conditions apply:

(a)

its entire business undertaking at the time that the prospectus is drawn up is not accurately represented in the historical financial information which it is required to provide under item 20.1 of Annex I, item 15.1 of Annex XXIII, item 20.1 of Annex XXV, item 11.1 of Annex XXVII and item 20.1 of Annex XXVIII;

(b)

that inaccuracy will affect the ability of an investor to make an informed assessment as mentioned in Article 5(1) of Directive 2003/71/EC; and

(c)

information relating to its business undertaking that is necessary for an investor to make such an assessment is included in financial information relating to another entity.

(5)

For the purposes of paragraph 1, an issuer shall be treated as having made a significant financial commitment if it has entered into a binding agreement to undertake a transaction which, on completion, is likely to give rise to a significant gross change.
In this context, the fact that an agreement makes completion of the transaction subject to conditions, including approval by a regulatory authority, shall not prevent that agreement from being treated as binding if it is reasonably certain that those conditions will be fulfilled.
In particular, an agreement shall be treated as binding where it makes the completion of the transaction conditional on the outcome of the offer of the securities that are the subject matter of the prospectus or, in the case of a proposed takeover, if the offer of securities that are the subject matter of the prospectus has the objective of funding that takeover.

(6)

For the purposes of paragraph 5 of this Article, and of item 20.2 of Annex I, item 15.2 of Annex XXIII and item 20.2 of Annex XXV, a significant gross change means a variation of more than 25%, relative to one or more indicators of the size of the issuer's business, in the situation of an issuer.

Recital 9

Pro forma financial information is needed in case of significant gross change, i. e. a variation of more than 25% relative to one or more indicators of the size of the issuer's business, in the situation of an issuer due to a particular transaction, with the exception of those situations where merger accounting is required.

Article 5
Pro-forma financial information building block

For pro-forma financial information, information shall be given in accordance with the building block set out in Annex II.

Pro forma financial information should be preceded by an introductory explanatory paragraph that states in clear terms the purpose of including this information in the prospectus.

Article 6
Share securities note schedule

For the share securities note information is necessary to be given in accordance with the schedule set out in Annex III.

The schedule shall apply to shares and other transferable securities equivalent to shares

Article 7
Debt and derivative securities registration document schedule for securities with a denomination per unit of less than EUR 100 000

For the debt and derivative securities registration document concerning securities which are not covered in Article 4 with a denomination per unit of less than EUR 100 000or, where there is no individual denomination, securities that can only be acquired on issue for less than EUR 100 000per security, information shall be given in accordance with the schedule set out in Annex IV.

Article 8
Securities note schedule for debt securities with a denomination per unit of less than EUR 100 000

For the securities note for debt securities with a denomination per unit of less than EUR 100 000information shall be given in accordance with the schedule set out in Annex V.

The schedule shall apply to debt where the issuer has an obligation arising on issue to pay the investor 100% of the nominal value in addition to which there may be also an interest payment.

Article 9
Guarantees building block

For guarantees information shall be given in accordance with the building block set out in Annex VI.

Item 3 of Annex VI shall not apply where a Member State acts as guarantor.

Article 10
Asset backed securities registration document schedule

For the asset backed securities registration document information shall be given in accordance with the schedule set out in Annex VII.

Article 11
Asset backed securities building block

For the additional information building block to the securities note for asset backed securities information shall be given in accordance with the building block set out in Annex VIII.

Article 12
Debt and derivative securities registration document schedule for securities with a denomination per unit of at least EUR 100 000

For the debt and derivative securities registration document concerning securities which are not covered in Article 4 with a denomination per unit of at least EUR 100 000or, where there is no individual denomination, securities that can only be acquired on issue for at least EUR 100 000per security, information shall be given in accordance with the schedule set out in Annex IX.

Article 13
Depository receipts schedule

For depository receipts issued over shares information shall be given in accordance with the schedule set out in Annex X.

Article 14
Banks registration document schedule

For the banks registration document for debt and derivative securities and those securities which are not covered by article 4 information shall be given in accordance with the schedule set out in Annex XI.

The schedule set out in paragraph 1 shall apply to credit institutions as defined in point (a) of Article 1(1) of Directive 2000/12/EC as well as to third country credit institutions which do not fall under that definition but have their registered office in a state which is a member of the OECD.

These entities may also use alternatively the registration document schedules provided for under in Articles 7 and 12.

Article 15
Securities note schedule for derivative securities

For the securities note for derivative securities information shall be given in accordance with the schedule set out in Annex XII.

The schedule shall apply to securities which are not in the scope of application of the other securities note schedules referred to in Articles 6, 8 and 16, including certain securities where the payment and/or delivery obligations are linked to an underlying.

Article 16
Securities note schedule for debt securities with a denomination per unit
of at least EUR 100 000

For the securities note for debt securities with a denomination per unit of at least EUR 100 000information shall be given in accordance with the schedule set out in Annex XIII.

The schedule shall apply to debt where the issuer has an obligation arising on issue to pay the investor 100% of the nominal value in addition to which there may be also an interest payment.

Article 17
Additional information building block on the underlying share

For the additional information on the underlying share, the description of the underlying share shall be given in accordance with the building block set out in Annex XIV.

In addition, if the issuer of the underlying share is an entity belonging to the same group, the information required by the schedule referred to in Article 4 shall be given in respect of that issuer.

The additional information referred to in the first subparagraph of paragraph 1 shall only apply to those securities which comply with both of the following conditions:

(1)

they can be converted or exchanged into shares or other transferable securities equivalent to shares, at the issuer's or at the investor's discretion, or on the basis of the conditions established at the moment of the issue or give, in any other way, the possibility to acquire shares or other transferable securities equivalent to shares; and

(2)

provided that these shares or other transferable securities equivalent to shares are or will be issued by the issuer of the security or by an entity belonging to the group of that issuer and are not yet traded on a regulated market or an equivalent market outside the Community at the time of the approval of the prospectus covering the securities, and that the underlying shares or other transferable securities equivalent to shares can be delivered with physical settlement.

Article 18
Registration document schedule for collective investment undertakings of the closed-end type

In addition to the information required pursuant to items 1, 2, 3, 4, 5.1, 7, 9.1, 9.2.1, 9.2.3, 10.4, 13, 14, 15, 16, 17.2, 18, 19, 20, 21, 22, 23, 24, 25 of Annex I, for the registration document for securities issued by collective investment undertakings of the closed-end type information shall be given in accordance with the schedule set out in Annex XV.

The schedule shall apply to collective investment undertakings of the closed-end type holding a portfolio of assets on behalf of investors that:

(1)

are recognised by national law in the Member State in which it is incorporated as a collective investment undertaking of the closed end type; or

(2)

do not take or seek to take legal or management control of any of the issuers of its underlying investments. In such a case, legal control and/or participation in the administrative, management or supervisory bodies of the underlying issuer(s) may be taken where such action is incidental to the primary investment objective, necessary for the protection of shareholders and only in circumstances where the collective investment undertaking will not exercise significant management control over the operations of that underlying issuer(s).

Article 19
Registration document schedule for Member States, third countries and their regional and local authorities

For the registration document for securities issued by Member States, third countries and their regional and local authorities information shall be given in accordance with the schedule set out in Annex XVI.

The schedule shall apply to all types of securities issued by Member States, third countries and their regional and local authorities.

Article 20
Registration document schedule for public international bodies and for issuers of debt securities guaranteed by a member state of the OECD

For the registration document for securities issued by public international bodies and for securities unconditionally and irrevocably guaranteed, on the basis of national legislation, by a state which is a member of the OECD information shall be given in accordance with the schedule set out in Annex XVII.

The schedule shall apply to:

- all types of securities issued by public international bodies;
- to debt securities unconditionally and irrevocably guaranteed, on the basis of national legislation, by a state which is a member of the OECD.

Article 21
Combination of schedules and building blocks

The use of the combinations provided for in the table set out in Annex XVIII shall be mandatory when drawing up prospectuses for the types of securities to which those combinations correspond according to this table. However, for securities not covered by those combinations further combinations may be used.

The most comprehensive and stringent registration document schedule, i.e. the most demanding schedule in term of number of information items and the extent of the information included in them, may always be used to issue securities for which a less comprehensive and stringent registration document schedule is provided for, according to the following ranking of schedules:

(1)

share registration document schedule;

(2)

debt and derivative securities registration document schedule for securities with a denomination per unit of less than EUR 100 000;

(3)

debt and derivative securities registration document schedule for securities with a denomination per unit at least EUR 100 000.

The issuer, the offeror and the person asking for admission to trading on a regulated market may choose to draw up a prospectus in accordance with the proportionate schedules set out in Annexes XXIII to XXIX instead of the schedules set out in Annexes I, III, IV, IX, X and XI as described in the second subparagraph provided that the respective conditions laid down in Articles 26a, 26b and 26c are fulfilled.

Where the issuer, the offeror and the person asking for admission to trading on a regulated market makes that choice:

(a)

the reference to Annex I in Annex XVIII shall be read as a reference to Annexes XXIII or XXV;

(b)

the reference to Annex III in Annex XVIII shall be read as a reference to Annex XXIV;

(c)

the reference to Annex IV in Annex XVIII shall be read as a reference to Annex XXVI;

(d)

the reference to Annex IX in Annex XVIII shall be read as a reference to Annex XXVII;

(e)

the reference to Annex X in Annex XVIII shall be read as a reference to Annex XXVIII;

(f)

the reference to Annex XI in Annex XVIII shall be read as a reference to Annex XXIX.

Article 22
Minimum information to be included in a base prospectus and its related final terms

A base prospectus shall be drawn up using one or a combination of schedules and building blocks provided for in this Regulation according to the combinations for various types of securities set out in Annex XVIII.

A base prospectus shall contain the information items required in Annexes I to XVII, Annex XX and Annexes XXIII to XXIX depending on the type of issuer and securities involved, provided for in the schedules and building blocks set out in this Regulation. A competent authority shall not request that a base prospectus contains information items which are not included in Annexes I to XVII, Annex XX or Annexes XXIII to XXIX.

In order to ensure conformity with the obligation referred to in Article 5(1) of Directive 2003/71/EC, the competent authority of the home Member State, when approving a base prospectus in accordance with Article 13 of that Directive, may, on a case by case basis, require the information provided by the issuer, the offeror or the person asking for admission to trading on a regulated market to be completed for each of the information items.

Where the issuer, the offeror or the person asking for the admission to trading on a regulated market is required to include a summary in a base prospectus, in accordance with Article 5(2) of Directive 2003/71/EC, the competent authority of the home Member State, when approving the base prospectus in accordance with Article 13 of that Directive, may, on a case-by-case basis, require certain information provided in the base prospectus to be included in the summary.

1a.

The base prospectus may contain options with regard to information categorised as Category A, Category B and Category C, required by the relevant securities note schedules and building blocks, and set out in Annex XX. The final terms shall determine which of these options is applicable to the individual issue, by referring to the relevant sections of the base prospectus or by replicating such information.

The issuer, the offeror or the person asking for admission to trading on a regulated market may omit information items which are not known when the base prospectus is approved and which can only be determined at the time of the individual issue.

The use of the combinations provided for in the table in Annex XVIII shall be mandatory when drawing up base prospectuses for the types of securities to which those combinations correspond according to this table. However, for securities not covered by those combinations further combinations may be used.

The final terms attached to a base prospectus shall only contain the following:

(a)

within the various securities notes schedules according to which the base prospectus is drawn up, the information items in Categories B and C listed in Annex XX. When an item is not applicable to a prospectus, the item shall appear in the final terms with the mention "not applicable;

(b)

on a voluntary basis, any "additional information" set out in Annex XXI;

(c)

any replication of, or reference to options already provided for in the base prospectus which are applicable to the individual issue.

The final terms shall not amend or replace any information in the base prospectus.

In addition to the information items set out in the schedules and building blocks referred to in Articles 4 to 20 the following information shall be included in a base prospectus:

(1)

indication on the information that will be included in the final terms;

(1a)

a section containing a template, the "form of the final terms", which has to be filled out for each individual issue;

(2)

the method of publication of the final terms; if the issuer is not in a position to determine, at the time of the approval of the prospectus, the method of publication of the final terms, an indication of how the public will be informed about which method will be used for the publication of the final terms;

(3)

in the case of issues of non equity securities according to [PR 2.2.7R (1)], a general description of the programme.

Only the following categories of securities may be contained in a base prospectus and its related final terms covering issues of various types of securities:

(1)

asset backed securities;

(2)

warrants falling under Article 17;

(3)

non-equity securities provided for under [PR 2.2.7R (2)];

(4)

all other non-equity securities including warrants with the exception of those mentioned in point (2).

In drawing up a base prospectus the issuer, the offeror or the person asking for admission to trading on a regulated market shall clearly segregate the specific information on each of the different securities included in these categories.

Where an event envisaged under [section 87G(1) of the Act (Supplementary prospectus)] occurs between the time that the base prospectus has been approved and the final closing of the offer of each issue of securities under the base prospectus or, as the case may be, the time that trading on a regulated market of those securities begins, the issuer, the offeror or the person asking for admission to trading on a regulated market shall publish a supplement prior to the final closing of the offer or the admission of those securities to trading.

Where the issuer needs to prepare a supplement concerning information in the base prospectus that relates to only one or several specific issues, the right of investors to withdraw their acceptances pursuant to Article 16(2) of Directive 2003/71/EC shall only apply to the relevant issues and not to any other issues of securities under the base prospectus.

[Note: See transitional provisions in Regulation (EU) No 486/2012

Article 23
Adaptations to the minimum information given in prospectuses and base prospectuses

Notwithstanding Articles 3 second paragraph and 22(1) second subparagraph, where the issuer's activities fall under one of the categories included in Annex XIX, the [FSA], taking into consideration the specific nature of the activities involved, may ask for adapted information, in addition to the information items included in the schedules and building blocks set out in 4 to 20, including, where appropriate, a valuation or other expert's report on the assets of the issuer, in order to comply with the obligation referred to in [sections 87A(2),(3) and (4) of the Act]. The [FSA] shall forthwith inform the Commission thereof.

In order to obtain the inclusion of a new category in Annex XIX a Member State shall notify its request to the Commission. The Commission shall update this list following the Committee procedure provided for in Article 24 of [the prospectus directive].

By way of derogation of Articles 3 to 22, where an issuer, an offeror or a person asking for admission to trading on a regulated market applies for approval of a prospectus or a base prospectus for a security which is not the same but comparable to the various types of securities mentioned in the table of combinations set out in Annex XVIII, the issuer, the offeror or the person asking for admission to trading on a regulated market shall add the relevant information items from another securities note schedule provided for in Articles 4 to 20 to the main securities note schedule chosen. This addition shall be done in accordance with the main characteristics of the securities being offered to the public or admitted to trading on a regulated market.

By way of derogation of Articles 3 to 22, where an issuer, an offeror or a person asking for admission to trading on a regulated market applies for approval of a prospectus or a base prospectus for a new type of security, the issuer, the offeror or the person asking for admission to trading on a regulated market shall notify a draft prospectus or base prospectus to the [FSA].

The [FSA] shall decide, in consultation with the issuer, the offeror or the person asking for admission to trading on a regulated market, what information shall be included in the prospectus or base prospectus in order to comply with the obligation referred to in [sections 87A(2),(3) and (4) of the Act]. The [FSA] shall forthwith inform the Commission thereof.

The derogation referred to in the first subparagraph shall only apply in case of a new type of security which has features completely different from the various types of securities mentioned in Annex XVIII, if the characteristics of this new security are such that a combination of the different information items referred to in the schedules and building blocks provided for in Articles 4 to 20 is not pertinent.

By way of derogation of Articles 3 to 22, in the cases where one of the information items required in one of the schedules or building blocks referred to in 4 to 20 or equivalent information is not pertinent to the issuer, to the offer or to the securities to which the prospectus relates, that information may be omitted.

NOTE:The European Commission has published a draft Regulation amending the PD Regulation here: http://ec.europa.eu/internal_market/securities/prospectus/index_en.htm
The FSA will review prospectuses in accordance with the authoritative version of the PD Regulation, including any amendments made by the final published version of the above Regulation, which is the version that is published in the Official Journal of the European Union, from the date it is stated to be in force.
The FSA Handbook will be updated to reflect the final changes in due course.
Please also note that references to the PD Regulation in the FSA Handbook have been amended to take account of the amendments to the PD Regulation made by Regulation (EU) No 486/2012 which was published in the Official Journal on 9 June 2012.

01/07/2012

PR 2.3.1A

Articles 26a, 26b and 26c respectively provide for a proportionate disclosure regime for rights issues (as defined by the PD Regulation); for small and medium-sized enterprises and companies with reduced market capitalisation; and for issues by credit institutions referred to in Article 1 (2) (j) of the PD.

Proportionate schedule for rights issues

26a

The proportionate schedules set out in Annexes XXIII and XXIV shall apply to rights issues, provided that the issuer has shares of the same class already admitted to trading on a regulated market or a multilateral trading facility as defined in point 15 of Article 4(1) of Directive 2004/39/EC of the European Parliament and of the Council.

Issuers whose shares of the same class are already admitted to trading on a multilateral trading facility can only make use of the schedules set out in Annexes XXIII and XXIV when the rules of that multilateral trading facility contain the following:

(a)

provisions requiring issuers to publish annual financial statements and audit reports within six months after the end of each financial year, half yearly financial statements within four months after the end of the first six months of each financial year and make public inside information as defined in point 1 of the first paragraph of Article 1 of Directive 2003/6/EC pursuant to Article 6 of that Directive;

(b)

provisions requiring issuers to make the reports and information referred to in point (a) available to the public by publishing them on their websites;

(c)

provisions preventing insider dealing and market manipulation in accordance with Directive 2003/6/EC.

A statement at the beginning of the prospectus shall indicate clearly that the rights issue is addressed to shareholders of the issuer and that the level of disclosure of the prospectus is proportionate to that type of issue.

Proportionate schedules for small and medium-sized enterprises and companies with reduced market capitalisation

26b

The proportionate schedules set out in Annexes XXV to XXVIII shall apply when securities issued by small and medium-sized enterprises and companies with reduced market capitalisation are offered to the public or admitted to trading on a regulated market situated or operating within a Member State.

However, small and medium-sized enterprises and companies with reduced market capitalisation may instead choose to draw up a prospectus in accordance with the schedules set out Annexes I to XVII and XX to XXIV.

Proportionate requirements for issues by credit institutions referred to in Article 1(2)(j) of Directive 2003/71/EC

26c

Credit institutions issuing securities referred to in Article 1(2)(j) of Directive 2003/71/EC that draw up a prospectus in accordance with Article 1(3) of that Directive may choose to include in their prospectus historical financial information covering only the last financial year, or such shorter period that the issuer has been in operation, in accordance with Annex XXIX to this Regulation.

01/07/2012

Final offer price and amount of securities not included in prospectus

PR 2.3.2

If a prospectus for which approval is sought does not include the final offer price or the amount of transferable securities to be offered:

(1) the prospectus must disclose the criteria and/or the conditions in accordance with which the above elements will be determined or, in the case of price, the maximum price; and

(2) the final offer price and amount of transferable securities must as soon as practicable be filed with the FSA, and made available to the public, in accordance with PR 3.2.4 R to PR 3.2.6 R and the PD Regulation. [Note: article 8.1 PD]

Note: Sections 87A(7) and 87Q(1),(2) and (3) of the Act set out further provisions that apply if the final offer price or the amount of transferable securities to be offered are not included in a prospectus.

01/07/2005

PR 2.4

Incorporation by reference

01/07/2005

Incorporation by reference

PR 2.4.1

(1) Information may be incorporated in the prospectus by reference to one or more previously or simultaneously published documents that have been approved by the competent authority of the Home State or filed with or notified to it in accordance with the prospectus directive or the TD. [Note: article 11.1 PD].

(2) [deleted]

01/07/2012

PR 2.4.2

Information under the TD that may be incorporated by reference includes, for example, annual accounts and annual reports, interim management statements,equivalent information made available to markets in the United Kingdom and half yearly reports.

01/07/2012

PR 2.4.3

Information incorporated by reference must be the most recentavailable to the issuer, offeror or person requesting admission. [Note: article 11.1 PD]

01/07/2012

PR 2.4.4

The summary must not incorporate information by reference. [Note: article 11.1 PD]

01/07/2005

PR 2.4.5

When information is incorporated by reference, a cross reference list must be provided in the prospectus to enable investors to identify easily specific items of information. The cross reference list must specify where the information can be accessed by investors. [Note: article 11.2 PD]

01/07/2005

PR 2.4.6

Article 28 of the PD Regulation provides examples of information that may be incorporated by reference:

Arrangements for incorporation by reference

Information may be incorporated by reference in a prospectus or base prospectus, notably if it is contained in one the following documents:

(1)

annual and interim financial information;

(2)

documents prepared on the occasion of a specific transaction such as a merger or demerger;

(3)

audit reports and financial statements;

(4)

memorandum and articles of association;

(5)

earlier approved and published prospectuses and/or base prospectuses;

(6)

regulated information;

(7)

circulars to security holders.

The documents containing information that may be incorporated by reference in a prospectus or base prospectus or in the documents composing it shall be drawn up following the provisions of [PR 4.1 (Use of languages)].

If a document which may be incorporated by reference contains information which has undergone material changes, the prospectus or base prospectus shall clearly state such a circumstance and shall give the updated information.

The issuer, the offeror or the person asking for admission to trading on a regulated market may incorporate information in a prospectus or base prospectus by making reference only to certain parts of a document, provided that it states that the non-incorporated parts are either not relevant for the investor or covered elsewhere in the prospectus.

When incorporating information by reference, issuers, offerors or persons asking for admission to trading on a regulated market shall endeavour not to endanger investor protection in terms of comprehensibility and accessibility of the information.

01/07/2012

PR 2.5

Omission of information

01/07/2005

Equivalent information

PR 2.5.1

Without prejudice to the adequate information of investors, if, in exceptional cases, certain information referred to in the PD Regulation that is required to be included in a prospectus is inappropriate to the issuer's activity or to the legal form of the issuer or to the transferable securities to which the prospectus relates, the prospectus must contain information equivalent to the required information (unless there is no such information). [Note: article 8.3 PD]

01/07/2005

Omission of information from prospectus

PR 2.5.1A

Section 87A(2A) of the Act provides that information about certain guarantors may be omitted from a prospectus:

87A

(2A)

01/07/2012

PR 2.5.2

Section 87B(1) of the Act sets out when the FSA may authorise the omission of information from a prospectus:

(1)

The [FSA] may authorise the omission from a prospectus of any information, the inclusion of which would otherwise be required, on the ground -

(a)

that its disclosure would be contrary to the public interest;

(b)

that its disclosure would be seriously detrimental to the issuer, provided that the omission would be unlikely to mislead the public with regard to any facts or circumstances which are essential for an informed assessment of the kind mentioned in section 87A(2); or

(c)

that the information is only of minor importance for a specific offer to the public or admission to trading on a regulated market and unlikely to influence an informed assessment of the kind mentioned in section 87A(2).

01/07/2005

Request to omit information

PR 2.5.3

A request to the FSA to authorise the omission of specific information must:

(1) be in writing from the applicant;

(2) identify the specific information concerned and the specific reasons for its omission; and

(3) state why in the applicant's opinion one or more of the grounds in section 87B(1) of the Act applies.

01/07/2005

PR 3

Approval and publication of prospectus

PR 3.1

Approval of prospectus

01/07/2005

Applying for approval

PR 3.1.1

An applicant must submit to the FSA the following information:

(1) a completed form A;

(2) the prospectus;

(3) if the order of items in the prospectus does not coincide with the order in the schedules and building blocks in the PD Regulation, a cross reference list identifying the pages where each item can be found in the prospectus;

(4) a letter identifying any items from the schedules and building blocks that have not been included because they are not applicable;

(5) if information is incorporated in the prospectus by reference to another document, a copy of the document (annotated to indicate which item of the schedules and building blocks in the PD Regulation it relates to);

(6) if the applicant is requesting the FSA to authorise the omission of information from the prospectus, the information required by PR 2.5.3 R;

(7) [deleted]

(8) [deleted]

(9) contact details of individuals who are:

(a) sufficiently knowledgeable about the documentation to be able to answer queries from the FSA ; and

(b) available to answer queries between the hours of 7 a.m. and 6 p.m.; and

(10) any other information that the FSA may require.

06/10/2007

PR 3.1.2

FEES 3 sets out the relevant application fee payable to the FSA .

01/01/2006

When information must be submitted

PR 3.1.3

(1) The applicant must submit to the FSA by the date specified in paragraph (2):

(a) the completed form A in final form;

(b) the relevant fee; and

(2) The date referred to in paragraph (1) is:

(a) at least 10 working days before the intended approval date of the prospectus; or

(b) at least 20 working days before the intended approval date of the prospectus if the applicant does not have transferable securities admission to trading and has not previously made an offer; or

(3) The applicant must submit to the FSA the information referred to in paragraph (1)(c) in final form before midday on the day on which approval is required to be granted.

01/07/2005

Drafts of documents

PR 3.1.4

Drafts of documents must be submitted to the FSA :

(1) in a substantially complete form;

(2) in duplicate in hard copy or an agreed electronic format; and

(3) annotated in the margin to indicate compliance with all applicable requirements of Part 6 of the Act and these rules.

01/07/2005

PR 3.1.5

If further drafts of documents are required, they must be submitted to the FSA :

(1) marked to show all changes made since the last draft was reviewed by the FSA;

(2) marked to show all changes made to the documents as a consequence of the FSA's comments (in a way that differentiates those changes from other changes);

(3) in duplicate in hard copy or an agreed electronic format; and

(4) annotated in the margin to indicate compliance with all applicable requirements of the Act and these rules.

01/07/2005

Copy of resolution to be kept

PR 3.1.5A

An applicant must keep a copy of the board resolution allotting or issuing the transferable securities for six years after the application for approval of the prospectus for those securities.

06/08/2007

Request for certificate of approval

PR 3.1.6

If an applicant wishes the FSA to provide a certificate of approval to another competent authority at the time the prospectus is approved, it should include a request for the supply of the certificate with its application for approval of the prospectus (PR 5.3.2 R sets out the requirements for such a request).

01/07/2005

Approval of prospectus

PR 3.1.7

Section 87A(1) of the Act provides for the approval of a prospectus by the FSA :

(1)

The [FSA] may not approve a prospectus unless it is satisfied that:

(a)

the United Kingdom is the home State in relation to the issuer of the transferable securities to which it relates,

(b)

the prospectus contains the necessary information, and

(c)

all of the other requirements imposed by or in accordance with this Part or the prospectus directive have been complied with (so far as those requirements apply to a prospectus for the transferable securities in question).

01/07/2005

PR 3.1.8

The FSA will only approve a prospectus when it considers that the information provided with the application is complete and is in final form.
Note: Section 87C of the Act sets out time limits for the FSA to notify an applicant of its decision on an application for approval.

01/07/2005

Decision-making procedures

PR 3.1.9

The FSA will follow the executive procedures for statutory notice decisions and statutory notice associated decisions if it:

(1) proposes to refuse to approve a prospectus; or

(2) decides to refuse to approve a prospectus after having given the applicant a written notice.

Note: DEPP 4 sets out the executive procedures for statutory notice decisions and statutory notice associated decisions.

28/08/2007

Prospectus not to be published until approved

PR 3.1.10

A prospectus must not be published until it has been approved by the FSA . [ Note: article 13.1 PD ]

01/07/2005

Prospectus comprising separate documents

PR 3.1.11

If the prospectus is not a single document but is comprised of separate documents:

(1) an application for approval may relate to one or more of those separate documents; and

(2) a reference in this section to a prospectus is, unless the context otherwise requires, to be taken to be a reference to the document or documents to which the application relates.

01/07/2005

Transfer to another competent authority

PR 3.1.12

(1) A person seeking to have the function of approving a prospectus transferred to the competent authority of another EEA State must make a written request to the FSA at least 10 working days before the date the transfer is sought.

(2) The request must:

(a) set out the reasons for the proposed transfer;

(b) state the name of the competent authority to whom the transfer is sought; and

01/07/2005

PR 3.1.13

The FSA will consider transferring the function of approving a prospectus to the competent authority of another EEA State:

(1) if requested to do so by the issuer, offeror or person requesting admission or by another competent authority; or

(2) in other cases if the FSA considers it would be more appropriate for another competent authority to perform that function.

01/07/2005

Vetting of equivalent documents

PR 3.1.14

A person who wishes the FSA to vet an equivalent document referred to in PR 1.2.2 R (2) or (3) or PR 1.2.3R (3) or (4) must submit to the FSA :

(1) a copy of the document;

(2) a cross reference list identifying the pages in the document where each item that is equivalent to the disclosure requirements for a prospectus may be found;

(3) contact details of individuals who are:

(a) sufficiently knowledgeable about the documentation to be able to answer queries from the FSA; and

(b) available to answer queries between the hours of 7 a.m. and 6 p.m.; and

(4) any other information that the FSA may require.

01/07/2005

PR 3.1.15

The person must submit the documents referred to in PR 3.1.14 R at least ten working days before the date on which it wishes the vetting to be completed or at least 20 working days before that date if the person does not have transferable securities admitted to trading and has not previously made an offer.

06/08/2007

PR 3.1.16

FEES 3 sets out the relevant fee payable in relation to the vetting of an equivalent document or a summary document.

01/01/2006

PR 3.2

Filing and publication of prospectus

01/07/2005

Filing and publication of prospectus

PR 3.2.1

After a prospectus is approved by the FSA , it must be filed with the FSA and made available to the public. [ Note: articles 14.1 and 16.1 of PD ]

01/07/2005

Timing of filing and publication

PR 3.2.2

Except as provided in PR 3.2.3 R, the prospectus must be filed and made available to the public as soon as practicable, and in any case, at a reasonable time in advance of, and at the latest at the beginning of, the offer or the admission to trading of the transferable securities involved. [ Note: article 14.1 PD ]

01/07/2005

PR 3.2.3

In the case of an initial public offer of a class of shares not already admitted to trading that is to be admitted to trading for the first time, the prospectus must be made available to the public at least six working days before the end of the offer. [ Note: article 14.1 PD ]

01/07/2005

Method of publishing

PR 3.2.4

A prospectus is deemed to be made available to the public for the purposes of PR 3.2.1 R to PR 3.2.3 R when published either:

(1) by insertion in one or more newspapers circulated throughout, or widely circulated in, the EEA States in which the offer is made or the admission to trading is sought; or

(2) in a printed form to be made available, free of charge, to the public at the offices of the regulated market on which the transferable securities are being admitted to trading, or at the registered office of the issuer and at the offices of the financial intermediaries placing or selling the transferable securities, including paying agents; or

(3) in electronic form on the issuer's website or, if applicable, on the website of the financial intermediaries placing or selling the transferable securities, including paying agents; or

(4) in an electronic form on the website of the regulated market where the admission to trading is sought. [Note: article 14.2 PD]

01/07/2012

PR 3.2.4A

A person requesting admission and drawing up a prospectus in accordance with PR 3.2.4R (1) or (2) must also publish their prospectus electronically in accordance with PR 3.2.4R (3).

[Note: article 14.2 PD]

01/07/2012

PR 3.2.5

The text and the format of the prospectus made available to the public, must at all times be identical to the original version approved by the FSA . [Note: article 14.6 PD]

01/07/2005

PR 3.2.6

If the prospectus is made available by publication in electronic form, a paper copy must nevertheless be delivered to the investor, upon his request and free of charge, by the issuer, the offeror, the person requesting admission or the financial intermediaries placing or selling the transferable securities. [ Note: article 14.7 PD ]

01/07/2005

FSA will publish list of approved prospectuses

PR 3.2.7

The FSA will publish on its website, a list of prospectuses approved over the previous 12 months. The list will specify how a prospectus is made available and where it can be obtained, including, if applicable, a hyperlink to the prospectus published on the issuer's or regulated market's website. [ Note: article 14.4 PD ]

01/07/2005

Prospectus comprising separate documents etc

PR 3.2.8

If a prospectus consists of several documents or incorporates information by reference, the documents and information making up the prospectus may be published and circulated separately if the documents are made available, free of charge, to the public, in accordance with PR 3.2.4 R. Each document must indicate where the other constituent documents of the full prospectus may be obtained. [ Note: article 14.5 PD ]

01/07/2005

PR 3.2.9

Articles 29, 30 and 33 of the PD Regulation provide for further requirements relating to publication of prospectuses:

Article 29
Publication in electronic form

The publication of the prospectus or base prospectus in electronic form, either pursuant to [ PR 3.2.4 R (3) and PR 3.2.4 R (4)], or as an additional means of availability, shall be subject to the following requirements:

(1)

the prospectus or base prospectus shall be easily accessible when entering the website;

(2)

the file format shall be such that the prospectus or base prospectus cannot be modified;

(3)

the prospectus or base prospectus shall not contain hyper-links, with exception of links to the electronic addresses where information incorporated by reference is available;

(4)

the investors shall have the possibility of downloading and printing the prospectus or base prospectus.

The exception referred to in point (3) of the first subparagraph shall only be valid for documents incorporated by reference; those documents shall be available with easy and immediate technical arrangements.

If a prospectus or base prospectus for offer of securities to the public is made available on the web-sites of issuers and financial intermediaries or of regulated markets, these shall take measures, to avoid targeting residents in Members States or third countries where the offer of securities to the public does not take place, such as the insertion of a disclaimer as to who are the addressees of the offer.

Article 30
Publication in newspapers

In order to comply with [PR 3.2.4 R (1)] the publication of a prospectus or a base prospectus shall be made in a general or financial information newspaper having national or supra-regional scope;

If the [FSA] is of the opinion that the newspaper chosen for publication does not comply with the requirements set out in paragraph 1, it shall determine a newspaper whose circulation is deemed appropriate for this purpose taking into account, in particular, the geographic area, number of inhabitants and reading habits in each Member State.

Article 33
Publication of the final terms of base prospectuses

The publication method for final terms related to a base prospectus does not have to be the same as the one used for the base prospectus as long as the publication method used is one of the publication methods indicated in [ PR 3.2.4 R ].

01/07/2012

PR 3.3

01/07/2005

Application

PR 3.3.1

PR 3.3.2 R to PR 3.3.4 R only apply to an offer, or to an admission to trading of transferable securities, for which:

(1) a prospectus is required to be made available to the public under section 85 of the Act; or

(2) a person elects to have a prospectus under section 87 of the Act. [ Note: article 15.1 PD ]

01/07/2005

PR 3.3.2

An advertisement relating to an offer or to an admission to trading must not be issued unless:

(1) it states that a prospectus has been or will be published and indicates where investors are, or will be, able to obtain it;

(2) it is clearly recognisable as an advertisement;

(3) information in the advertisement is not inaccurate, or misleading; and

(4) information in the advertisement is consistent with the information contained in the prospectus, if already published, or with the information required to be in the prospectus, if the prospectus is published afterwards. [ Note: articles 15.1, 15.2 and 15.3 of PD ]

01/07/2005

PR 3.3.3

To comply with PR 3.3.2 R, a written advertisement should also contain a bold and prominent statement to the effect that it is not a prospectus but an advertisement and investors should not subscribe for any transferable securities referred to in the advertisement except on the basis of information in the prospectus.

01/07/2005

Other information disclosed must be consistent with prospectus

PR 3.3.4

All information concerning an offer or an admission to trading disclosed in an oral or written form (even if not for advertising purposes), must be consistent with that contained in the prospectus. [ Note: article 15.4 PD ]

01/07/2005

PR 3.3.5

Article 34 of the PD Regulation sets out a non-exhaustive list of the types of advertisement covered by the advertising provisions:

Dissemination of advertisements

Advertisements related to an offer to the public of securities or to an admission to trading on a regulated market may be disseminated to the public by interested parties, such as issuer, offeror or person asking for admission, the financial intermediaries that participate in the placing and/or underwriting of securities, notably by one of the following means of communication:

(1)

Addressed or unaddressed printed matter;

(2)

Electronic message or advertisement received via a mobile telephone or pager;

(3)

Standard letter;

(4)

Press advertising with or without order form;

(5)

Catalogue;

(6)

Telephone with or without human intervention;

(7)

Seminars and presentations;

(8)

Radio;

(9)

Videophone;

(10)

Videotext;

(11)

Electronic mail;

(12)

Facsimile machine (fax);

(13)

Television;

(14)

Notice;

(15)

Bill;

(16)

Poster;

(17)

Brochure;

(18)

Web posting including internet banners.

01/07/2005

PR 3.3.6

Article 34 of the PD Regulation also provides for the inclusion of a warning where no prospectus is required in accordance with the PD:

Article 34

Where no prospectus is required in accordance with Directive 2003/71/EC, any advertisement shall include a warning to that effect unless the issuer, the offeror or the person asking for admission to trading on a regulated market chooses to publish a prospectus which complies with Directive 2003/71/EC and this Regulation.

NOTE:The European Commission has published a draft Regulation amending the PD Regulation here: http://ec.europa.eu/internal_market/securities/prospectus/index_en.htm

The FSA will review prospectuses in accordance with the authoritative version of the PD Regulation, including any amendments made by the final published version of the above Regulation, which is the version that is published in the Official Journal of the European Union, from the date it is stated to be in force.

The FSA Handbook will be updated to reflect the final changes in due course.

Please also note that references to the PD Regulation in the FSA Handbook have been amended to take account of the amendments to the PD Regulation made by Regulation (EU) No 486/2012 which was published in the Official Journal on 9 June 2012.

01/07/2012

PR 3.4

Supplementary prospectus

01/07/2005

Supplementary prospectus

PR 3.4.1

Section 87G of the Act provides that:

(1)

Subsection (2) applies if, during the relevant period, there arises or is noted a significant new factor, material mistake or inaccuracy relating to the information included in a prospectus approved by the [ FSA ].

(2)

The person on whose application the prospectus was approved must, in accordance with prospectus rules, submit a supplementary prospectus containing details of the new factor, mistake or inaccuracy to the [FSA] for its approval.

(3)

The relevant period begins when the prospectus is approved by the [FSA] and ends -

(a)

with the closure of the offer of the transferable securities to which the prospectus relates; or

(b)

when trading in those securities on a regulated market begins.

(3A)

But where the prospectus relates both to an offer of transferable securities to the public and the admission of those securities to trading on a regulated market, subsection (3) does not apply and the relevant period beings when the prospectus is approved and ends with the later of -

(a)

the closure of the offer to the public to which the prospectus relates; or

(b)

the time when trading in those securities on a regulated market begins.

(4)

"Significant" means significant for the purposes of making an informed assessment of the kind mentioned in section 87A(2).

(5)

Any person responsible for the prospectus who is aware of any new factor, mistake or inaccuracy which may require the submission of a supplementary prospectus in accordance with subsection (2) must give notice of it to -

(a)

the issuer of the transferable securities to which the prospectus relates, and

(b)

the person on whose application the prospectus was approved.

(6)

A supplementary prospectus must provide sufficient information to correct any mistake or inaccuracy which gave rise to the need for it.

(7)

Subsection (1) applies also to information contained in any supplementary prospectus published under this section.

01/07/2012

Amendments to summary

PR 3.4.2

A supplementary prospectus must also if necessary include an amendment or supplement to the summary, and any translations of the summary, to take into account the new information. [ Note: article 16.1 PD ]
Note: Sections 87Q(4) and (5) of the Act set out the rights of investors to withdraw their acceptances after a supplementary prospectus is published.

01/07/2012

Supplementary prospectus to be submitted as soon as practicable

PR 3.4.3

In the event that a requirement for a supplement is triggered, then as soon as practicable after the new factor, mistake or inaccuracy arises or is noted, a person referred to in section 87G(2) of the Act must submit a supplementary prospectus referred to in that section to the FSA for approval.

06/02/2008

PR 4

Use of languages and third
country issuers

PR 4.1

Use of languages

01/07/2005

Language

PR 4.1.1

If an offer is made, or admission to trading is sought, only in the United Kingdom and the United Kingdom is the Home State, the prospectus must be drawn up in English. [Note: article 19.1 PD]

01/07/2005

PR 4.1.2

If an offer is made, or admission to trading is sought, in more than one EEA State including the United Kingdom and the United Kingdom is the Home State, the prospectus must be drawn up in English and must also be made available either in a language accepted by the competent authorities of each Host State or in a language customary in the sphere of international finance, at the choice of the issuer, offeror or person requesting admission (as the case may be). [Note: article 19.3 PD]

01/07/2005

PR 4.1.3

(1) If an offer is made, or admission to trading is sought, in one or more EEA States excluding the United Kingdom and the United Kingdom is the Home State, the prospectus must be drawn up in a language accepted by the competent authorities of those EEA States or in a language customary in the sphere of international finance, at the choice of the issuer, offeror or person requesting admission (as the case may be). [ Note: article 19.2 PD ]

(2) For the purpose of the scrutiny by the FSA where the United Kingdom is the Home State, the prospectus must be drawn up either in English or in another language customary in the sphere of international finance, at the choice of the issuer, offeror or person requesting admission (as the case may be). [ Note: article 19.2 PD ]

01/07/2005

PR 4.1.4

If admission to trading of non-equity transferable securities whose denomination per unit amounts to at least 100,000 euros (or an equivalent amount) is sought in the United Kingdom or in one or more other EEA States, the prospectus must be drawn up in either a language accepted by the competent authorities of the Home State and Host States or in a language customary in the sphere of international finance, at the choice of the issuer, offeror or person requesting admission (as the case may be). [ Note: article 19.4 PD ]

01/07/2012

English language

PR 4.1.5

English is a language accepted by the FSA where the United Kingdom is a Home State or Host State.

01/07/2005

Language customary in the sphere of international finance

PR 4.1.5A

The FSA will consider a language to be customary in the sphere of international finance if documents in that language are accepted for scrutiny and filing in at least three international capital markets in each of the following:

(1) Europe;

(2) Asia; and

(3) the Americas.

06/08/2007

Summary to be translated into English

PR 4.1.6

If:

(1) an offer is made in the United Kingdom;

(2) a prospectus relating to the transferable securities has been approved by the competent authority of another EEA State and the prospectus contains a summary; and

(3) the prospectus is drawn up in a language other than English that is customary in the sphere of international finance;

the offeror must ensure that the summary is translated into English. [ Note: article 19.2 PD ]

06/08/2007

PR 4.2

Third country issuers

01/07/2005

Approval of prospectus drawn up in accordance with third country laws

PR 4.2.1

If a prospectus relating to an issuer that has its registered office in a country that is not an EEA State is drawn up in accordance with the legislation of that country, the FSA may, if the United Kingdom is the Home State in relation to the issuer, approve the prospectus if it is satisfied that:

(1) the prospectus has been drawn up in accordance with international standards set by international securities commission organisations, including the IOSCO disclosure standards; and

(2) the information requirements, including information of a financial nature, are equivalent to the requirements under Part 6 of the Act, the PD Regulation and these rules. [ Note: article 20.1 PD ]

01/07/2005

PR 4.2.2

An applicant for the approval of a prospectus referred to in PR 4.2.1 R will need to comply with relevant requirements of the Act, the PD regulation and these rules including (to the extent applicable) PR 3.1 relating to applying for approval of a prospectus.

01/07/2005

PR 5

Other provisions

PR 5.1

Validity of prospectus

01/07/2005

Validity of prospectus

PR 5.1.1

A prospectus is valid for 12 months after its approval for an offer or an admission to trading, provided that the prospectus is updated by a supplementary prospectus (if required) under section 87G of the Act. [Note: article 9.1 PD]

01/07/2012

PR 5.1.2

For an offering programme, the base prospectus is valid for a period of up to 12 months after it is filed. [Note: article 9.2 PD]

01/07/2005

PR 5.1.3

For non-equity transferable securities referred to in PR 2.2.7 R (2), the prospectus is valid until no more of the transferable securities concerned are issued in a continuous or repeated manner. [Note: article 9.3 PD]

01/07/2005

PR 5.1.4

A registration document is valid for a period of up to 12 months after it is filed and approved, provided that it has been updated in accordance with PR 2.2.5 R and PR 3.4.2 R. [Note: article 9.4 PD]

01/07/2012

PR 5.3

Certificate of approval

01/07/2005

PR 5.3.1

Sections 87H and 87I of the Act provide:

Prospectus approved in another EEA State

87H

(1)

A prospectus approved by the competent authority of an EEA State other than the United Kingdom is not an approved prospectus for the purposes of section 85 unless that authority has notified ESMA and provided the competent authority with -

(a)

a certificate of approval;

(b)

a copy of the prospectus as approved; and

(c)

if requested by the [FSA], a translation of the summary of the prospectus.

(2)

A document is not a certificate of approval unless it states that the prospectus -

(a)

has been drawn up in accordance with the prospectus directive; and

(b)

has been approved, in accordance with that directive, by the competent authority providing the certificate.

(3)

A document is not a certificate of approval unless it states whether (and, if so, why) the competent authority providing it authorised, in accordance with the prospectus directive, the omission from the prospectus of information which would otherwise have been required to be included.

(3A)

The competent authority must publish on its website a list of certificates of approval provided to it in accordance with this section.

(3B)

The list referred to in subsection (3A) must -

(a)

be kept up-to-date;

(b)

retain items on it for a period of at least 12 months; and

(c)

include hyperlinks to any certificate of approval and prospectus published on the website of -

(i)

the competent authority of the EEA State which provided the certificate;

(ii)

the issuer; or

(iii)

the regulated market where admission to trading is sought.

(4)

"Prospectus" includes a supplementary prospectus.

Provision of information to host Member State

87I

(1)

The [FSA] must, if requested to do so, supply the competent authority of a specified EEA State with -

(a)

a certificate of approval;

(b)

a copy of the specified prospectus (as approved by the [FSA]); and

(c)

a translation of the summary of the specified prospectus (if the request states that one has been requested by the other competent authority).

(1A)

If the competent authority supplies a certificate of approval to the competent authority of the specified EEA State, it must also supply a copy of that certificate to -

(a)

the person who made the request under this section; and

(b)

ESMA.

(2)

Only the following may make a request under this section -

(a)

the issuer of the transferable securities to which the specified prospectus relates;

(b)

a person who wishes to offer the transferable securities to which the specified prospectus relates to the public in an EEA State other than (or as well as) the United Kingdom;

(c)

a person requesting the admission of the transferable securities to which the specified prospectus relates to a regulated market situated or operating in an EEA State other than (or as well as) the United Kingdom.

(3)

A certificate of approval must state that the prospectus -

(a)

has been drawn up in accordance with this Part and the prospectus directive; and

(b)

has been approved, in accordance with those provisions, by the [FSA].

(4)

A certificate of approval must state whether (and, if so, why) the [FSA] authorised, in accordance with section 87B, the omission from the prospectus of information which would otherwise have been required to be included.

(5)

The [FSA] must comply with a request under this section -

(a)

if the prospectus has been approved before the request is made, within 3 working days beginning with the date the request is received; or

(b)

if the request is submitted with an application for the approval of the prospectus, on the first working day after the date on which it approves the prospectus.

(6)

"Prospectus" includes a supplementary prospectus.

(7)

"Specified" means specified in a request made for the purposes of this section.

01/07/2012

Requests to FSA to supply certificate of approval

PR 5.3.2

(1) This rule applies to a request by a person to the FSA to supply information referred to in section 87I of the Act to the competent authority of a relevant Host State.

(2) The request must be in writing and must include:

(a) the relevant prospectus as approved (if it has already been approved); and

(b) a translation of the summary if required by the competent authority of a relevant host State.

01/07/2005

PR 5.3.3

The FSA will inform the person who made the request as soon as practicable after it has supplied the information to the other competent authority.

01/07/2005

Certificate received from another competent authority

PR 5.3.4

If the FSA receives information referred to in section 87H from another competent authority it will as soon as practicable give notice on the FSA website that it has received the information.

06/08/2007

PR 5.5

Persons responsible for a prospectus

01/07/2005

Persons responsible for a prospectus

PR 5.5.1

The rules in this section specify in accordance with section 84(1)(d) of the Act and for the purposes of Part 6 of the Act, the persons responsible for a prospectus.
Note: In accordance with PR 1.1.9 a reference in this section to a prospectus includes a supplementary prospectus.

01/07/2005

Rules only apply if UK is Home State

PR 5.5.2

The rules in this section only apply in respect of a prospectus if the United Kingdom is the Home State for the issuer in relation to the transferable securities to which the prospectus relates.

01/07/2005

Equity shares

PR 5.5.3

(1) This rule applies to a prospectus relating to:

(a) equity shares;

(b) warrants or options to subscribe for equity shares, that are issued by the issuer of the equity shares; and

(c) other transferable securities that have similar characteristics to transferable securities referred to in paragraphs (a) or (b).

(2) Each of the following persons are responsible for the prospectus:

(a) the issuer of the transferable securities;

(b) if the issuer is a body corporate:

(i) each person who is a director of that body corporate when the prospectus is published; and

(ii) each person who has authorised himself to be named, and is named, in the prospectus as a director or as having agreed to become a director of that body corporate either immediately or at a future time;

(d) in relation to an offer:

(i) the offeror, if this is not the issuer; and

(ii) if the offeror is a body corporate and is not the issuer, each person who is a director of the body corporate when the prospectus is published;

(e) in relation to a request for the admission to trading of transferable securities:

(i) the person requesting admission, if this is not the issuer; and

(ii) if the person requesting admission is a body corporate and is not the issuer, each person who is a director of the body corporate when the prospectus is published; and

(f) each person not falling within any of the previous paragraphs who has authorised the contents of the prospectus.

01/07/2005

All other securities

PR 5.5.4

(1) This rule applies to a prospectus relating to transferable securities other than those to which PR 5.5.3 R applies.

(2) Each of the following persons are responsible for the prospectus:

(a) the issuer of the transferable securities;

(b) each person who accepts, and is stated in the prospectus as accepting, responsibility for the prospectus;

(d) in relation to a request for an admission to trading of transferable securities, the person requesting admission, if this is not the issuer;

(e) if there is a guarantor for the issue, the guarantor in relation to information in the prospectus that relates to the guarantor and the guarantee; and

(f) each person not falling within any of the previous paragraphs who has authorised the contents of the prospectus.

01/07/2005

Issuer not responsible if it has not authorised offer or admission to trading

PR 5.5.5

A person is not responsible for a prospectus under PR 5.5.3R (2)(a) or (b) or PR 5.5.4 R (2)(a) if the issuer has not made or authorised the offer or the request for admission to trading in relation to which the prospectus was published.

01/07/2005

Publication without director's consent

PR 5.5.6

A person is not responsible for a prospectus under PR 5.5.3 R (2)(b)(i) if it is published without his knowledge or consent and on becoming aware of its publication he, as soon as practicable, gives reasonable public notice that it was published without his knowledge or consent.

01/07/2005

Offeror not responsible in certain circumstances

PR 5.5.7

A person is not responsible for a prospectus under PR 5.5.3 R (2)(d) or PR 5.5.4 R (2)(c) if:

(1) the issuer is responsible for the prospectus in accordance with the rules in this section;

(2) the prospectus was drawn up primarily by the issuer, or by one or more persons acting on behalf of the issuer; and

(3) the offeror is making the offer in association with the issuer.

01/07/2005

Person may accept responsibility for, or authorise, part of contents

PR 5.5.8

A person who accepts responsibility for a prospectus under PR 5.5.3 R (2)(c) or PR 5.5.4 R (2)(b) or authorises the contents of a prospectus under PR 5.5.3 R (2)(f) or PR 5.5.4 R (2)(f), may state that they do so only in relation to specified parts of the prospectus, or only in specified respects, and in that case the person is responsible under those paragraphs:

(1) only to the extent specified; and

(2) only if the material in question is included in (or substantially in) the form and context to which the person has agreed.

01/07/2005

Advice in a professional capacity

PR 5.5.9

Nothing in the rules in this section is to be construed as making a person responsible for any prospectus by reason only of the person giving advice about its contents in a professional capacity.

01/07/2005

PR 5.6

Miscellaneous

01/07/2005

Information to be disclosed to all investors to whom offer addressed

PR 5.6.1

Where, in relation to an offer in the United Kingdom, no prospectus is required under the Act, the issuer and offeror must ensure that material information they provide to qualified investors or special categories of investors, including information disclosed in the context of meetings relating to offers, is disclosed to all qualified investors or special categories of investors to whom the offer is exclusively addressed. [Note: article 15.5 PD]

01/07/2005

PR 5.6.2

Where a prospectus is required to be made available to the public under the Act, information referred to in PR 5.6.1 R should be included in the prospectus or in a supplementary prospectus.

01/07/2005

Exercise of powers under section 87K or 87L of the Act

PR 5.6.3

Under sections 87K and 87L of the Act, the FSA has various powers including powers to prohibit or suspend an offer and to prohibit or suspend an advertisement. The FSA will use these powers if it is necessary to protect investors or the smooth operation of the market is, or may be, jeopardised.

01/07/2005

Calculation of amounts not denominated in euros

PR 5.6.4

For the purposes of these rules, an amount (in relation to an amount denominated in euros) is an "equivalent amount" if it is an amount of equal value denominated wholly or partly in another currency or unit of account, calculated at:

(1) in relation to a prospectus drawn up as a single document, the date on which the prospectus is approved;

(2) in relation to a prospectus consisting of a registration document together with a securities note and a summary, the date on which the registration document is approved;

(3) in relation to a prospectus consisting of a base prospectus and final terms of the offer, the date on which the final terms are filed.

01/07/2005

Property valuation reports

PR 5.6.5

To comply with paragraph 130 of the CESR recommendations, the FSA would expect a valuation report for a property company to be in accordance with either:

(1) the Appraisal and Valuation Standards (5th edition) issued by the Royal Institution of Chartered Surveyors; or

(2) the International Valuation Standards (7th edition) issued by the International Valuation Standards Committee.

06/08/2007

PR 5.6.6

To comply with paragraph 2.7 of Annex XV of the PD Regulation, the FSA would also expect a valuation report for a property collective investment undertaking to comply with a relevant standard set out in PR 5.6.5 G.

06/08/2007

PR App 1

Relevant definitions

PR App 1.1

01/07/2005

PR App 1.1.1

Note: The following definitions relevant to the prospectus rules are extracted from the Glossary.

Act

the Financial Services and Markets Act 2000.

admission to trading

admission to trading on a regulated market.

(as defined in the PD Regulation) announcements:

(1)

relating to a specific offer to the public of securities or to an admission to trading on a regulated market; and

(2)

aiming to specifically promote the potential subscription or acquisition of securities.

applicant

an applicant for approval of a prospectus or supplementary prospectus relating to transferable securities.

asset backed security

(as defined in the PD Regulation) securities which:

(1)

represent an interest in assets, including any rights intended to assure servicing, or the receipt or timeliness of receipts by holders of assets of amounts payable thereunder; or

(2)

are secured by assets and the terms of which provide for payments which relate to payments or reasonable projections of payments calculated by reference to identified or identifiable assets.

base prospectus

a base prospectus referred to in PR 2.2.7 R.

body corporate

(in accordance with section 417(1) of the Act (Definitions) any body corporate, including a body corporate constituted under the law of a country or territory outside the United Kingdom;

building block

(as defined in the PD Regulation) a list of additional information requirements, not included in one of the schedules, to be added to one or more schedules, as the case may be, depending on the type of instrument and/or transaction for which a prospectus or base prospectus is drawn up.

CESR recommendations

the recommendations for the consistent implementation of the European Commission's Regulation on Prospectuses no 809/2004 published by the Committee of European Securities Regulators.

collective investment undertaking other than the closed-end type

(in PR) (as defined in Article 2.1(o) of the prospectus directive) unit trusts and investment companies:

(1)

the object of which is the collective investment of capital provided by the public, and which operate on the principle of risk-spreading;

(2)

the units of which are, at the holder's request, repurchased or redeemed, directly or indirectly, out of the assets of these undertakings.

company

any body corporate.

Consolidated Admissions and Reporting Directive

Directive 2001/34/EC of the European Parliament and of the Council on the admission of securities to official stock exchange listing and on information to be published on those securities.

credit institution

as defined in article 1(1) of the Banking Consolidation Directive.

director

(in accordance with section 417(1)(a) of the Act) a person occupying in relation to it the position of a director (by whatever name called) and, in relation to an issuer which is not a body corporate, a person with corresponding powers and duties.

EEA State

(in accordance with paragraph 8 of Schedule 3 to the Act (EEA Passport Rights)) a State which is a contracting party to the agreement on the European Economic Area signed at Oporto on 2 May 1992, as it has effect for the time being; as at 1 May 2004, the following are the EEA States: Austria, Belgium, Cyprus, the Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, the Netherlands, Norway, Poland, Portugal, the Slovak Republic, Slovenia, Spain, Sweden and the United Kingdom.

equity security

(as defined in Article 2.1(b) of the prospectus directive) shares and other transferable securities equivalent to shares in companies, as well as any other type of transferable securities giving the right to acquire any of the aforementioned securities as a consequence of their being converted or the rights conferred by them being exercised, provided that securities of the latter type are issued by the issuer of the underlying shares or by an entity belonging to the group of the said issuer.

equity share

shares comprised in a company's equity share capital.

equity share capital

(for a company), its issued share capital excluding any part of that capital which, neither as respects dividends nor as respects capital, carries any right to participate beyond a specified amount in a distribution.

executive procedures

the procedures relating to the giving of warning notices, decision notices and supervisory notices that are described in DEPP 4 (Decision by FSA staff under executive procedures).

FSA

the Financial Services Authority.

guarantee

(as defined in the PD Regulation) any arrangement intended to ensure that any obligation material to the issue will be duly serviced, whether in the form of guarantee, surety, keep well agreement, mono-line insurance policy or other equivalent commitment.

guarantor

a person that provides a guarantee.

Home State or Home Member State

(as defined in section 102C of the Act) in relation to an issuer of transferable securities, the EEA State which is the "home Member State" for the purposes of the prospectus directive (which is to be determined in accordance with Article 2.1(m) of that directive).

Host State or Host Member State

(as defined in Article 2.1(n) of the prospectus directive) the EEA State where an offer to the public is made or admission to trading is sought, when different from the home State.

[deleted]

issuer

(as defined in section 102A of the Act) a legal person who issues or proposes to issue the transferable securities in question.

key information

(in PR) (as defined in section 87A(9) and (10) of the Act) the information which is essential to enable investors to understand the transferable securities to which the prospectus relates and decide whether to consider the offer further. The key information must include:

(a)

the essential characteristics of, and risks associated with, the issuer and any guarantor, including their assets, liabilities and financial positions;

(b)

the essential characteristics of, and risks associated with, investment in the transferable securities, including any rights attaching to the securities;

(c)

the general terms of the offer, including an estimate of the expenses charged to an investor by the issuer and the offeror, if not the issuer;

(d)

details of the admission to trading; and

(e)

the reasons for the offer and proposed use of the proceeds.

MiFID

The European Parliament and Council Directive on markets in financial instruments (No. 2004/39/EC).
See also MiFID Regulation and MiFID implementing Directive.

non-equity transferable securities

(as defined in section 102A of the Act) all transferable securities that are not equity securities.

Note: In the prospectus directive and the PD Regulation, the Commission uses the term "non-equity securities" rather than "non-equity transferable securities".

offer

an offer of transferable securities to the public.

offer of transferable securities to the public

(as defined in section 102B of the Act), in summary:

(a)

a communication to any person which presents sufficient information on:

(i) the transferable securities to be offered, and(ii) the terms on which they are offered,

to enable an investor to decide to buy or subscribe for the securities in question;

(b)

which is made in any form or by any means;

(c)

including the placing of securities through a financial intermediary;

(d)

but not including a communication in connection with trading on:

(i) a regulated market;(ii) a multilateral trading facility; or(iii) any market prescribed by an order under section 130A of the Act.

Note: This is only a summary, to see the full text of the definition, readers should consult section 102B of the Act.

offering programme

(as defined in Article 2.1(k) of the prospectus directive) a plan which would permit the issuance of non-equity securities, including warrants in any form, having a similar type and/or class, in a continuous or repeated manner during a specified issuing period.

offeror

a person who makes an offer of transferable securities to the public.

overseas company

a company incorporated outside the United Kingdom.

Part 6 rules

(in accordance with section 73A(1) of the Act), rules made for the purposes of Part 6 of the Act.

prospectus directive.

PD Regulation

Regulation number 809/2004 of the European Commission.

person

(in accordance with the Interpretation Act 1978) any person, including a body of persons corporate or unincorporated that is, a natural person, a legal person and, for example, a partnership).

the Prospectus Rules sourcebook.

profit estimate

(as defined in the PD Regulation) a profit forecast for a financial period which has expired and for which results have not yet been published.

profit forecast

(as defined in the PD Regulation) a form of words which expressly states or by implication indicates a figure or a minimum or maximum figure for the likely level of profits or losses for the current financial period and/or financial periods subsequent to that period, or contains data from which a calculation of such a figure for future profits or losses may be made, even if no particular figure is mentioned and the word "profit" is not used.

property collective investment undertaking

(as defined in the PD Regulation) a collective investment undertaking whose investment objective is the participation in the holding of property in the long term.

prospectus

a prospectus required under the prospectus directive.

prospectus directive

the Directive of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading (No 2003/71/EC).

Prospectus Rules

(as defined in section 73A(4) of the Act) rules expressed to relate to transferable securities.

Public international body

(as defined in the PD Regulation) a legal entity of public nature established by an international treaty between sovereign States and of which one or more Member States are members.

qualified investor

(as defined in section 86(7) of the Act)in relation to an offer of transferable securities:

(a)

a person or entity described in points (1) to (4) of Section I of Annex II to MiFID, other than a person who, before the making of the offer, has agreed in writing with the relevant firm (or each of the relevant firms) to be treated as a non-professional client in accordance with MiFID; or

(b)

a person who has made a request to one or more relevant firms to be treated as a professional client in accordance with Section II of Annex II to MiFID and has not subsequently, but before the making of the offer, agreed in writing with the relevant firm (or each of the relevant firms) to be treated as a non-professional client in accordance with the final paragraph of Section I of Annex II of MiFID; or

(c)

a person who is recognised as an eligible counterparty in accordance with article 24 of MiFID and has not, before the making of the offer, agreed in writing with the relevant firm (or each of the relevant firms) to be treated as a non-professional client in accordance with the final paragraph of Section I of Annex II of MiFID; or

(d)

a person whom any relevant firm is authorised to continue to treat as a professional client in accordance with article 71(6) of MiFID.

registration document

a registration document referred to in PR 2.2.2 R.

regulated information

(as defined in the PD Regulation) all information which the issuer, or any person who has applied for the admission of securities to trading on a regulated market without the issuer's consent, is required to disclose under Directive 2001/34/EC or under Article 6 of Directive 2003/6/EC.

regulated market

a multilateral system operated and/or managed by a market operator, which brings together or facilitates the bringing together of multiple third-party buying and selling interests in financial instruments in the system and in accordance with its non-discretionary rules in a way that results in a contract, in respect of the financial instruments admitted to trading under its rules and/or systems, and which is authorised and functions regularly and in accordance with the provisions of Title III of MiFID.

RIS

Regulatory Information Service.

risk factors

(as defined in the PD Regulation) a list of risks which are specific to the situation of the issuer and/or the securities and which are material for taking investment decisions.

rule

(in accordance with section 417(1) of the Act (Definitions)) a rule made by the FSA under the Act.

schedule

(as defined in the PD Regulation) a list of minimum information requirements adapted to the particular nature of the different types of issuers and/or the different securities involved.

securities issued in a continuous and repeated manner

(as defined in Article 2.1(l) of the prospectus directive) issues on tap or at least two separate issues of securities of a similar type and/or class over a period of 12 months.

securities note

a securities note referred to in PR 2.2.2 R.

small and medium-sized enterprise

(as defined in Article 2.1(f) of the prospectus directive) companies, which, according to their last annual or consolidated accounts, meet at least two of the following three criteria: an average number of employees during the financial year of less than 250, a total balance sheet not exceeding €43,000,000 and an annual net turnover not exceeding €50,000,000.

special purpose vehicle

(as defined in the PD Regulation) an issuer whose objects and purposes are primarily the issue of securities.

statutory notice associated decision

a decision which is made by the FSA and which is associated with a decision to give a statutory notice, including a decision:

statutory notice decision

a decision by the FSA on whether or not to give a statutory notice.

(a)

to determine or extend the period for making representations;

(b)

to determine whether a copy of the statutory notice needs to be given to any third party and the period for him to make representations;

(c)

to refuse access to FSA material;

(d)

as to the information which it is appropriate to publish about the matter to which a final notice or an effective supervisory notice relates.

summary

(in relation to a prospectus) the summary included in the prospectus.

supplementary prospectus

a supplementary prospectus containing details of a new factor, mistake or inaccuracy.

transferable security

(as defined in section 102A of the Act) anything which is a transferable security for the purposes of MiFID , other than money-market instruments for the purposes of that directive which have a maturity of less than 12 months.

Note: In the prospectus directive and PD regulation, the Commission uses the term "security" rather than "transferable security".

umbrella collective investment scheme

(as defined in the PD Regulation) a collective investment undertaking invested in one or more collective investment undertakings, the asset of which is composed of separate class(es) or designation(s) of securities.

United Kingdom

England and Wales, Scotland and Northern Ireland (but not the Channel Islands or the Isle of Man).

units of a collective investment scheme

(as defined in Article 2.1(p) of the prospectus directive) securities issued by a collective investment undertaking as representing the rights of the participants in such an undertaking over its assets.

working day

(as defined in section 103 of the Act) any day other than a Saturday, a Sunday, Christmas Day, Good Friday or a day which is a bank holiday under the Banking and Financial Dealings Act 1971 in any part of the United Kingdom.

01/07/2012

PR App 2

Fees

PR App 2.1

The provisions outlined in PR App 2.1 in relation to fees are set out in FEES 3 Annex 5R Part 2

01/01/2006

PR App 3

Schedules and Building Blocks and Table of Combinations of Schedules and Building Blocks

PR App 3.1

01/07/2005

Transitional Provisions

PR TR

Transitional Provisions

(1)

(2) Material to which the transitional provision applies

(3)

(4) Transitional provision

(5) Transitional provision: dates in force

(6) Handbook provision: coming into force

PR provisions referring to Companies Acts 1985, 2006 or related provisions.

(1) To the extent that the whole or part of a provision of the Companies Act 2006 is yet to come into force, any reference to that provision or part of it should be read as a reference to the corresponding provision of the Companies Act 1985 currently in force (subject to the application of any relevant transitional provisions in the Companies Act 2006 or the rules).
(2) To the extent that the whole or part of a provision of the Companies Act 1985 is no longer in force it shall be read as a reference to the corresponding provision of the Companies Act 2006 or relevant DTR rule that has superseded it (subject to the application of any relevant transitional provisions).

6 October 2007

20 January 2007

06/10/2007

PR Sch 1

[to follow]

06/10/2009

[to follow]

06/10/2009

PR Sch 2

[to follow]

06/10/2009

[to follow]

06/10/2009

PR Sch 3

[to follow]

06/10/2009

[to follow]

06/10/2009

PR Sch 4

Powers exercised

06/10/2009

PR Sch 4.1

The following powers and related provisions in or under the Act have been exercised by the FSA to make the rules in PR:

Section 73A (Part 6 Rules)

Section 84 (Matters which may be dealt with by prospectus rules)

Sections 85 (Prohibition of dealing etc in transferable securities without approved prospectus)

Section 87 (Election to have prospectus)

Section 87A (Criteria for approval of prospectus by competent authority)

Section 87G (Supplementary prospectus)

Section 96 (Obligations of issuers of listed securities)

Section 99 (Fees)

Section 101 (Part 6 rules: general provisions)

Schedule 7 (The Authority as Competent Authority for Part VI)

01/07/2012

PR Sch 4.2

The following power in the Act has been exercised by the FSA to give the guidance in PR:

Section 157(1) (Guidance)

06/10/2009

PR Sch 5

[to follow]

06/10/2009

[to follow]

06/10/2009

PR Sch 6

Rules that can be waived

06/01/2011

PR Sch 6.1G

As a result of regulation 10 of the Regulatory Reform (Financial Services and Markets Act 2000) Order 2007 (SI 2007/1973)the FSA has power to waive all its rules, other than rules made under section 247 (Trust scheme rules) or section 248 (Scheme particulars rules) of the Act. However, if the rules incorporate requirements laid down in European directives, it will not be possible for the FSA to grant a waiver that would be incompatible with the United Kingdom's responsibilities under those directives.

06/01/2011

PR Sch 6.2G

In addition section 87B (Exemptions from disclosure) of the Act provides the FSA with discretion to authorise omissions from disclosure requirements derived from the Prospectus Directive in the circumstances specified in that section.

06/01/2011