Approval and publication of prospectus

Part

PR Prospectus Rules

Chapter

Approval and publication of prospectus

Printed on: 24/12/2024

Rulebook at: 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) the application form to purchase or subscribe for the transferable securities;

(8) a copy of the resolution of the board of the issuer allotting the transferable securities or if a copy of the resolution is not available, confirmation that the resolution will be submitted to the FSA no later than 3 working days after the prospectus is approved;

(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.

01/07/2005

PR 3.1.2

The applicant must also pay to the FSA the relevant application fee calculated in accordance with the scale of fees in PR App 2.

01/07/2005

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

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: DEC 4.3 sets out the executive procedures for statutory notice decisions and statutory notice associated decisions.

01/07/2005

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.

01/07/2005

PR 3.1.16

A person must pay to the FSA any relevant fee specified in PR App 2 in relation to the vetting of an equivalent document or a summary document.

01/07/2005

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 an electronic form on the issuer's website and, 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]

01/07/2005

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 ].

01/07/2005

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 3.4

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.

(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.

01/07/2005

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: Section 87Q(4) of the Act sets out the rights of investors to withdraw their acceptances after a supplementary prospectus is published.

01/07/2005