PDF Prospectus Rules - FCA

The FCA considers that the following documents together determine the effect of the Prospectus Directive:. In order to determine whether subsection (1)(e) is satisfied in relation to an offer ("offer A"), offer A must be taken together with any other offer of transferable securities of the same class made by the same person, who .

Exempt securities – offers of securities to the public

Exempt securities – admission to trading on a regulated market

The requirement that the resulting shares represent, over a period of 12 months, less than 20% of the number of shares of the same class already admitted to trading on the same regulated market referred to in point (b) of the first subparagraph shall not apply in any of the following cases:. a) when a prospectus has been prepared in accordance herewith. Regulation or Directive 2003/71/EC on the offer to the public or the admission to trading on a regulated market of the securities giving access to the shares;.

Prospectus Rules

Drawing up the prospectus

General contents of prospectus

Summary

When a summary is not required

Contents of summary

Format of prospectus

The registration document accompanied by the securities note (if applicable updated in accordance with ■PR 2.2.5 R) and the summary are considered to be a valid prospectus.

Prospectuses consisting of separate documents

Base prospectus

Minimum information to be included in a prospectus

Minimum information

If debt securities are exchangeable or convertible into shares already admitted to trading on a regulated market, the information required in point 4.2.2 of the schedule in Annex XII must also be provided. For further information on the underlying share, they can-. subscription of the underlying share is given in accordance with the building block in Annex XIV.

Final offer price and amount of securities not included in prospectus

Incorporation by reference

Omission of information

Equivalent information

Omission of information from prospectus

Request to omit information

Approval and publication of

Approval of prospectus

Prospectus review process

An unmarked draft of the prospectus will always be filed with the draft highlighting all changes. Where the issuer, offeror or person applying for admission to trading on a regulated market is unable to comply with the requirement set out in the first subparagraph due to technical difficulties relating to the marking of the prospectus, each change made. after the preceding draft of the prospectus must be identified in writing to the competent authority of the home Member State.

Applying for approval

After submission of the first draft of the prospectus to the competent authority of the home Member State where the issuer, offeror or person seeking admission to trading on a regulated market submits subsequent drafts of the prospectus, subsequent drafts shall be marked to highlight all changes made to the previous unmarked draft of the prospectus submitted to the competent authority. With the exception of the cross-reference list referred to in Article 2(2)(a), the submission for approval of the final draft prospectus must be accompanied by any information referred to in Article 2(2), which has changed since then time. a previous appearance.

Timeframe for submission

If the order of the disclosure items in the prospectus does not coincide with the order set out in the schedules and building blocks of the PD Regulation, the applicant must provide the FCA with a cross-reference list identifying the pages on which each disclosure item in the prospectus can be found. The applicant must use all reasonable care to ensure that any prospectus submitted for approval for which it is responsible contains:

Copy of resolution to be kept

Request for certificate of approval

Approval of prospectus

Decision-making procedures

Prospectus not to be published until approved

Prospectus comprising separate documents

Transfer to another competent authority

Vetting of equivalent documents

Service of Notice Regulations

Filing and publication of prospectus

Filing of prospectus

Publication

The wording and form of the prospectus made available to the public must at all times be the same as the original version approved by the FCA. Requiring investors to agree to a disclaimer limiting legal liability, pay a fee or go through a registration process to gain access to a prospectus impedes easy access and should not be permitted.

FCA will publish list of approved prospectuses

The publication method for final terms related to a base prospectus need not be the same as the one used for the base prospectus, as long as the publication method used is one of the methods specified in Article 14 of Directive 2003/71/ EG is indicated. In order to comply with point (a) of Article 14(2) of Directive 2003/71/EC, the publication of a prospectus must be done in a general or financial information newspaper with a national or supra-regional scope.

Prospectus comprising separate documents etc

Approval and publication Section 3.3 : Advertisements

Advertisements

Application

Other information disclosed must be consistent with prospectus

Supplementary prospectus

Amendments to summary

Note: Sections 87Q(4) and (5) of the Act set out the rights of investors to withdraw their acceptances after a supplementary prospectus has been published.

Supplementary prospectus to be submitted as soon as practicable

Minimum situations in which a supplementary prospectus must be submitted for approval

Use of languages and third

Use of languages

Language

English language

Language customary in the sphere of international finance

Summary to be translated into English

Third country issuers

Approval of prospectus drawn up in accordance with third country laws

Other provisions

Validity of prospectus

Validity of prospectus

Certificate of approval

The competent authority must publish on its website a list of the approval certificates submitted to it under this section. If the competent authority provides a certificate of approval to the competent authority of a particular EEA country, it must also provide a copy of this certificate to -. a) a person who has made a request under this section; and.

Requests to the FCA to supply a certificate of approval

Certificate received from another competent authority

Persons responsible for a prospectus

Rules only apply if UK is Home State

Equity shares

In PR 5.5.3R (2)(b)(iii), external management company means, in relation to an issuer that is a company that is not a collective investment undertaking, a person appointed by the issuer (either under a service contract, a contract for services or any other commercial agreement) to perform functions that would normally be performed by officers of the issuer and to make recommendations regarding strategic matters. In considering whether the functions the person performs would normally be performed by officers of the issuer, the FCA will consider, among other things:.

All other securities

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

Publication without director's consent

Offeror not responsible in certain circumstances

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

Advice in a professional capacity

Miscellaneous

Information to be disclosed to all investors to whom offer addressed

Calculation of amounts not denominated in euros

Property valuation reports

Relevant definitions

PRIIP Re-regulation (EU) no. 1286/2014 of the European Parliament and Council Regulation of 26 November 2014 on key information documents. Regulation (EU) no. 2017/1129 of the European Parliament on the prospectus and the Council Regulation of 14 June 2017 on the prospectus to be published.

Schedules and Building Blocks and

RESEARCH AND DEVELOPMENT, PATENTS AND LICENCES Where material, provide a description of the issuer's research
PROFIT FORECASTS OR ESTIMATES
ADMINISTRATIVE, MANAGEMENT, AND SUPERVISORY BODIES AND SENIOR MANAGEMENT
FINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS AND
THIRD PARTY INFORMATION AND STATEMENT BY EXPERTS AND DECLARATIONS OF ANY INTEREST
RISK FACTORS
ESSENTIAL INFORMATION 1 Working capital Statement
INFORMATION CONCERNING THE SECURITIES TO BE OFFERED/ ADMIT- TED TO TRADING
TERMS AND CONDITIONS OF THE OFFER
ADMISSION TO TRADING AND DEALING ARRANGEMENTS
SELLING SECURITIES HOLDERS
EXPENSE OF THE ISSUE/OFFER
ADDITIONAL INFORMATION
PERSONS RESPONSIBLE
STATUTORY AUDITORS
SELECTED FINANCIAL INFORMATION
RISK FACTORS
INFORMATION ABOUT THE ISSUER 1. History and development of the Issuer
BUSINESS OVERVIEW 1. Principal activities
ORGANISATIONAL STRUCTURE
ADMINISTRATIVE, MANAGEMENT, AND SUPERVISORY BODIES
BOARD PRACTICES
MAJOR SHAREHOLDERS
FINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS AND LI- ABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES
ADDITIONAL INFORMATION 1. Share Capital
MATERIAL CONTRACTS
DOCUMENTS ON DISPLAY
ESSENTIAL INFORMATION
ADDITIONAL INFORMATION
NATURE OF THE GUARANTEE
SCOPE OF THE GUARANTEE
RISK FACTORS
INFORMATION ABOUT THE ISSUER
BUSINESS OVERVIEW
ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES
FINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS AND LI- ABILITIES, FINANCIAL POSITION, AND PROFITS AND LOSSES
THIRD PARTY INFORMATION AND STATEMENT BY EXPERTS AND DE- CLARATIONS OF ANY INTEREST
POST ISSUANCE REPORTING
INFORMATION ABOUT THE ISSUER 1. History and development of the Issuer
BUSINESS OVERVIEW 1. Principal activities
ORGANISATIONAL STRUCTURE
ADMINISTRATIVE, MANAGEMENT, AND SUPERVISORY BODIES
THIRD PARTY INFORMATION AND STATEMENT BY EXPERTS AND DE- CLARATIONS OF ANY INTEREST

THIRD PARTY INFORMATION

INFORMATION ABOUT THE ISSUER 1. History and Development of the Issuer
BUSINESS OVERVIEW 1. Principal Activities
ORGANIZATIONAL STRUCTURE
PROPERTY, PLANTS AND EQUIPMENT
OPERATING AND FINANCIAL REVIEW
CAPITAL RESOURCES
RESEARCH AND DEVELOPMENT, PATENTS AND LICENCES
TREND INFORMATION
REMUNERATION AND BENEFITS
BOARD PRACTICES
RELATED PARTY TRANSACTIONS
ADDITIONAL INFORMATION 1. Share Capital
THIRD PARTY INFORMATION, STATEMENT BY EXPERTS AND DECLARA- TIONS OF ANY INTEREST
INFORMATION ON HOLDINGS
INFORMATION ABOUT THE ISSUER OF THE DEPOSITORY RECEIPTS 1. Name, registered office and principal administrative establishment if
INFORMATION ABOUT THE UNDERLYING SHARES
INFORMATION REGARDING THE DEPOSITORY RECEIPTS
INFORMATION ABOUT THE TERMS AND CONDITIONS OF THE OFFER OF THE DEPOSITORY RECEIPTS
ADMISSION TO TRADING AND DEALING ARRANGEMENTS IN THE DE- POSITORY RECEIPTS
ESSENTIAL INFORMATION ABOUT THE ISSUE OF THE DEPOSITORY RECEIPTS
EXPENSE OF THE ISSUE/OFFER OF THE DEPOSITORY RECEIPTS
INFORMATION ABOUT THE ISSUER
PUBLIC FINANCE AND TRADE
SIGNIFICANT CHANGE
LEGAL AND ARBITRATION PROCEEDINGS
STATEMENT BY EXPERTS AND DECLARATIONS OF ANY INTEREST Where a statement or report attributed to a person as an expert is in-
FINANCIAL INFORMATION
LEGAL AND ARBITRATION PROCEEDINGS
STATEMENT BY EXPERTS AND DECLARATION OF ANY INTERESTS Where a statement or report attributed to a person as an expert is in-

Names and addresses of the issuer's auditors for the period covered by the historical financial information (together with their membership of a professional body).

LIST OF SPECIALIST ISSUERS - Property companies

INFORMATION CONCERNING THE SECURITIES TO BE OFFERED/ADMITTED TO TRADING

A description of the option to reduce subscription Category C and the method of repayment of excess. Name and address of the entities agreeing to remove category C write off the issue on a firm commitment.

ADMISSION TO TRADING AND DEALING AR- RANGEMENTS

If the entire question is not signed, indicate the part that is not covered. If advisers in connection with an issue are mentioned in category C of the securities note, a statement of.

INFORMATION CONCERNING THE SECURITIES TO BE OFFERED AND ADMITTED TO TRADING

A description of the rights attached to the securities, including any restrictions on those rights, and. The issue date of the Class C securities 4.1.10 A description of any restrictions on the free trans Category A.

1. PERSONS RESPONSIBLE

INFORMATION CONCERNING THE SECURITIES TO BE ADMITTED TO TRADING

A description of the type and class of the Category B securities offered and/or admitted to. ii) the ISIN (International Security Identification Category C Number) or other such security identification. In the latter case, name and address of the entity in charge of keeping the records.

ADMISSION TO TRADING AND DEALING AR- RANGEMENTS

PR Annex 3 Schemes and building blocks and table of combinations of schemes and building blocks. vi) Statement indicating the type of u-category A derlying. vii) description of the underlying as it is based on Category C. viii) and the method used to connect the two Category B (ix) Description of any market disruption or settlement Category B disruption events affecting the underlying . Specifying where the public can access the contracts relating to these forms of representation.

EXPENSE OF THE ADMISSION TO TRADING

If the report has been prepared at the request of the issuer, a statement to the effect that such statement or report is included, in the form and context in which it is included, with the consent of the person who authorized the contents of that part of the Securities Note. In addition, identify the source(s) of the information. i) Credit ratings assigned to an issuer at the request of Category A or with the cooperation of the issuer. ii) Credit ratings assigned to securities at the request of Class C or with the cooperation of the issuer in .

THE SECURITIES

If the statement or report attributed to the category A son as an expert is included in the securities. Note, list that person's name, business address, qualifications and material interest, if any, in the issuer.

THE UNDERLYING ASSETS

A description of the nature of any qualifications in the audit report on the historical financial information. Names and addresses of the issuer's auditors for the period covered by the historical financial information (together with their membership of a professional body).

ADMINISTRATIVE, MANAGEMENT, AND SUPERVISORY BODIES AND SENIOR MANAGEMENT

PR Appendix 3 Annex and Building Blocks and Table of combinations of Annex and Building Blocks. PR Appendix 3 Annex and Building Blocks and Table of combinations of Annex and Building Blocks.

REMUNERATION AND BENEFITS

Details of any restrictions agreed by the persons referred to in point 9.1 regarding the sale within a specified period of their holdings of securities of the issuer. A description of any arrangements of which the issuer is aware and the operation of which may result in a change of control of the issuer at a later date.

RELATED PARTY TRANSACTIONS

If known to the issuer, the name of any person, other than a member of the administrative, management or supervisory bodies, directly or indirectly holding a share in the issuer's capital or voting rights, which must be declared in accordance with the issuer's national law, together with the amount of each such share persons or, if there are no such persons, an appropriate negative statement. To the extent known to the issuer, state whether and by whom the issuer is directly or indirectly owned or controlled and describe the nature of such control and describe the measures in place to ensure that such control is not abused.

FINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES

The amount of dividend per share for the period covered by the historical financial information adjusted, if the number of shares of the issuer has changed, to make it comparable. The following information as of the date of the most recent balance sheet included in the historical financial information:.

MATERIAL CONTRACTS

The amount of subscribed capital, and for each type of share capital:. a) the number of authorized shares;. The amount of any convertible securities, exchangeable securities or securities with warrants, specifying the terms and procedures for conversion, exchange or subscription.

THIRD PARTY INFORMATION AND STATEMENT BY EXPERTS AND DECLARATIONS OF ANY INTEREST

If there are shares that do not represent capital, please state the number and main characteristics of those shares. Information about any capital of any member of the group that is under option or agreed to be optioned conditionally or unconditionally and details of such options, including the persons to whom such options relate.

DOCUMENTS ON DISPLAY

In the case of natural persons, including members of the issuer's administrative, management or supervisory bodies, state the name and function of the person; for legal entities, state the name and registered office. As the case may be, a statement by those who are responsible for certain parts of the prospectus that the information contained in the part of the prospectus for which they are responsible has, with all reasonable care, ensured that it is so, to the best of their knowledge, in accordance with the facts and does not contain any omission that could affect its meaning.

ESSENTIAL INFORMATION 1. Working capital Statement

In the latter case, the name and address of the entity that keeps the records. Statement of resolutions, authorizations and approvals based on which the securities were or will be created and/or issued.