Other provisions

Part

PR Prospectus Rules

Chapter

Other provisions

Printed on: 29/10/2024

Rulebook at: 06/08/2007

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 publication 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]

01/07/2005

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 provided that it has been updated in accordance with PR 2.2.5 R. [Note: article 9.4 PD]

01/07/2005

PR 5.2

Annual information update

01/07/2005

Annual information update

PR 5.2.1

An issuer whose transferable securities are admitted to trading and in relation to whom the United Kingdom is the Home State must at least annually prepare a document (an annual information update) that refers to or contains all information that has been published or made available to the public over the previous 12 months in one or more EEA States and in third countries in compliance with its obligations under Community and national laws and rules dealing with the regulation of securities, issuers of securities and securities markets. [Note: article 10.1 PD]

01/07/2005

PR 5.2.2

PR 5.2.1 R does not apply in relation to non-equity transferable securities whose denomination per unit amounts to at least 50,000 Euros (or an equivalent amount), unless the issuer of the securities has elected by notice in writing sent to the FSA to comply with PR 5.2. [Note: article 10.3 PD]

Note: A copy of an election form may be found on the UKLA section of the FSA website.

06/08/2007

PR 5.2.2A

If an issuer elects under PR 5.2.2 R to comply with PR 5.2 it must comply with the requirements in PR 5.2 (and the relevant requirements of the PD regulation as if they applied to it) on an ongoing basis until it withdraws the election. An issuer may withdraw the election by notice in writing given to the FSA, but may not do so within three years from the date of making the initial election.

06/08/2007

PR 5.2.3

The FSA would expect the annual information update to refer to or contain information that is published or made available under:

(1) Part 6 of the Act;

(2) Part 6 rules;

(3) Regulation No 1606/2002 on the application of international accounting standards;

(4) the Companies Act 2006 or, for an overseas company, the relevant companies legislation of the place where it is incorporated, relating to the regulation of securities, issuers and securities markets; and

(5) laws and rules of other EEA States and third countries that relate to the regulation of securities, issuers of securities and securities markets. [Note: article 10.1 PD]

06/08/2007

Details to be provided in information update

PR 5.2.4

The annual information update may refer to information rather than including that information.

01/07/2005

PR 5.2.5

If the annual information update refers to information it must state where the information can be obtained. [Note: article 10.2 PD]

01/07/2005

PR 5.2.6

If the annual information update refers to information it should also:

(1) give a short description of the nature of the information; and

(2) specify the date and place of filing (if applicable), and the date of publication, of the information.

01/07/2005

PR 5.2.7

Article 27 (3) of the PD Regulation provides for the following statement to be included in the annual information update:

The document shall include a statement indicating that some information may be out-of-date, if such is the case.

01/07/2005

Filing and publication of information update

PR 5.2.8

The issuer must file the annual information update with the FSA by notifying it to a RIS. [Note: article 10.2 PD]

01/07/2005

PR 5.2.9

Articles 27 (1) and (2) of the PD Regulation provide for when the annual information update must be filed and published and for the method of publication.

Publication of the [annual information update]

The [annual information update] shall be made available to the public, at the choice of the issuer, the offeror or the person asking for admission to trading on a regulated market, through one of the means permitted under [PR 3.2.4 R to PR 3.2.6 R] in the home Member State of the issuer.

The document shall be filed with the competent authority of the home Member State and made available to the public at the latest 20 working days after the publication of the annual financial statements in the home Member State.

01/07/2005

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 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.

(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).

(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 of the request; 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.

01/07/2005

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 5.4

Qualified investors register

01/07/2005

Register of qualified investors

PR 5.4.1

Section 87R of the Act provides:

(1)

The [FSA] must establish and maintain, in accordance with this section and prospectus rules, a register of investors for the purposes of section 86.

(2)

An individual may not be entered in the register unless -

(a)

he is resident in the United Kingdom; and

(b)

he meets at least two of the criteria mentioned in Article 2.2 of the prospectus directive.

(3)

A company may not be entered in the register unless -

(a)

it falls within the meaning of "small and medium-sized enterprises" in Article 2.1 of the prospectus directive; and

(b)

its registered office is in the United Kingdom.

(4)

A person who does not fall within subsection (2) or (3) may not be entered in the register.

01/07/2005

Applying for registration

PR 5.4.2

(1) An individual or small and medium-sized enterprise may apply to the FSA to be registered as a qualified investor.

(2) The application must be in writing in form B and must certify:

(a) for a small and medium-sized enterprise that the enterprise satisfies at least two of the three criteria in article 2.1.(f) of the prospective directive and specify which of the criteria are satisfied; or

(b) for an individual that the individual satisfies at least two of the three criteria in article 2.2 of the prospectus directive and specify which of the criteria are satisfied.

Note: Forms referred to in these rules are available on the FSA website.

01/07/2005

PR 5.4.3

The FSA will try to inform the applicant of its decision and (if appropriate) issue a certificate of registration within three working days after it receives the application.

01/07/2005

Renewal of registration

PR 5.4.4

Registration will be valid from July 1 (or such later date as registration occurs) until 30 June each year.

01/07/2005

PR 5.4.5

An individual or small and medium-sized enterprise wishing to remain on the register must apply in accordance with PR 5.4.2 R to renew their registration each year.

01/07/2005

Removal of name from register

PR 5.4.6

If an individual or a small and medium-sized enterprise wishes to be removed from the register, they must make a written request to the FSA to be removed.

01/07/2005

PR 5.4.7

The FSA will try to remove the individual or enterprise from the register, and inform them that it has done so, within three working days of receiving the request.

01/07/2005

Access to the register

PR 5.4.8

An issuer or offeror wishing to access the register must apply in writing to the FSA at least three working days before the day on which access is sought.

01/07/2005

PR 5.4.9

The application must be in writing in form C and must include the relevant fee specified in FEES 3 .

01/01/2006

Restriction on use of information obtained from the register

PR 5.4.10

An issuer or offeror must ensure that information it has obtained from the register is not used by it or its agent except for the purpose of:

(1) determining whether an investor is a qualified investor; or

(2) making an offer to the qualified investor

in connection with an offer.

01/07/2005

PR 5.4.11

An issuer or offeror must ensure that information about a qualified investor it has obtained from the register is kept secure and is not disclosed by it or its agent to any person (other than to the qualified investor themselves or to a person acting on the qualified investor's behalf in relation to the offer).
Note: Information obtained from the register is confidential information under section 348 of the Act. Therefore a recipient of the information is also likely to be subject to the restrictions on disclosure of confidential information set out in that section. Use of the information for any purpose other than that referred to in PR 5.4.10 R or disclosure to any other person may result in a breach of section 348 (contravention of which is punishable by a fine or imprisonment or both).

01/07/2005

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