Note: The FCA has also issued other guidance relating to the prospectus regime which can be accessed on the FCA's knowledge base at https://. Article 1(2) and (3) of the Prospectus Regulation stipulates that certain transferable securities do not fall within the scope of the Prospectus Regulation:
Exempt securities – admission to trading on a regulated market
However, the exemptions in points (a) and (b) of the first subparagraph of paragraph 5 may not be combined where such combination could lead to immediate or delayed admission to trading on a regulated market for a period of 12 months or more than 20% of the number of shares of the same class already admitted to trading on the same regulated market, without a prospectus having been published. 6b. The exemptions in paragraphs 4(g) and 5(f) apply only to equity securities for which the transaction is not considered a reverse takeover transaction within the meaning of paragraph B19. of IFRS 3, Business Combinations, and only in the following cases:. (a) the shares of the acquiring entity have already been admitted to trading on a regulated market prior to the transaction; b) the shares of the entities subject to the demerger have already been admitted to trading on a regulated market prior to the transaction.
Voluntary prospectus
6a. The exceptions set forth in point (f) of paragraph 4 and point (e) of paragraph 5 apply only to equity securities and only in the following cases: a) the equity securities offered are exchangeable for existing securities already admitted to trading on a regulated market prior to the acquisition and related transaction, and the acquisition is not considered to be a reverse purchase transaction within the meaning of paragraph B19 of the international financial reporting standard (IFRS) 3, Business Combinations, approved by the Commission Regulation (EC). Not either. b) FCA has issued a preliminary approval, according to point 6c of this article, for the documents mentioned in point (f) of point 4 or in point (e) of point 5 of this article.
Prospectus for resale of transferable securities
2. Such a voluntarily drafted prospectus approved by the competent authority includes all the rights and obligations provided for a prospectus required under this regulation and shall be subject to all the provisions of this regulation, under its supervision.
The Prospectus Regulation Rules sourcebook
Drawing up the prospectus
- General contents of prospectus
General contents of prospectus
Summary
When a summary is not required
Contents of summary
Format of prospectus
3. The issuer, offeror or person requesting admission to trading on the organized market may draw up a prospectus as a single prospectus. The description of securities contains information about securities that are publicly offered or accepted for trading on an organized market.
Prospectuses consisting of separate documents
The registration document and the supplement, if applicable, accompanied by the securities note and the summary, constitute a prospectus, once approved by the competent authority. 3. An issuer for which a universal registration document has already been approved by the competent authority, or which has filed a universal registration document without prior approval in accordance with the second subparagraph of Article 9(2), need only prepare the notes and the statement when securities offered to the public or admitted to trading on a regulated market.
Base prospectus
Minimum information requirements
Minimum information
For non-equity securities other than those referred to in Article 8(2) of this Regulation, the securities note shall contain the information referred to in Annex 14 to this Regulation, unless a specific securities note is drawn up in accordance with Article 14 or 15 of [the Prospectus Regulation]. For non-equity securities referred to in Article 8(2) of this Regulation, the securities note shall contain the information referred to in Annex 15 to this Regulation, unless it contains the information referred to in Annex 14 to this Regulation or unless a specific securities note is drawn up in accordance with Article 14 or 15 of [the Prospectus Regulation].
Final offer price and amount of securities not included in prospectus
1.Where the final offer price and/or quantity of securities to be offered to the public, whether expressed in number of securities or as a total nominal amount, cannot be included in the prospectus:. a) the acceptances of the purchase or subscription of securities may be withdrawn for no less than two working days after the final offer price and/or quantity of securities to be offered to the public has been submitted; or. b) the following must be disclosed in the prospectus:. i) the maximum price and/or the maximum amount of securities, as far as they are available; or. ii) the valuation methods and criteria, and/or conditions, according to which the final offer price must be. 2. The final offer price and amount of securities must be submitted to the competent authority and made available to the public in accordance with the arrangements set out in Article 21(2).
Risk factors
3. If the securities are accompanied by a guarantee, the prospectus shall contain specific and material risk factors relating to the guarantor insofar as they are relevant to the guarantor's ability to fulfill its obligation under the guarantee.
Hyperlinks
Universal registration document
Universal registration document
Simplified prospectus regime for secondary issuances
Simplified prospectus
The issuers referred to in point (d) of the first subparagraph of paragraph 1 of this Article, which must prepare consolidated or non-consolidated forms. Third country issuers whose securities are admitted to trading on an SME growth market shall compile the most recent financial information in accordance with point (a) of the second subparagraph of paragraph 3 of this Article, with comparative information for the previous year that has been included in the simplified prospectus in accordance with article 23a of [the PR.
Reduced information in a simplified prospectus
UK Growth prospectus
1. The following persons may choose to draw up a UK Growth prospectus under the proportionate disclosure regime of this Article in the case of an offer of securities to the public, provided that they do not hold any securities admitted to trading on a regulated market are allowed:. b) issuers, other than SMEs, whose securities are or will be traded on an SME growth market, provided that those issuers had an average market capitalization of less than EUR based on year-end prices of the previous three calendar years;. c) issuers other than those referred to in points a) and b), when the total offering of securities is to the public. remuneration in the United Kingdom not exceeding EUR calculated over any period of 12 months, and provided that such issuers have no securities traded on an MTF and have an average number of employees during the previous financial year not exceeding 499;. (ca) issuers other than SMEs that offer shares to the public at the same time as the admission of those shares to trading on an SME Growth Market, provided that such issuers do not have any shares already admitted to trading on an SME Growth Market and the combined value of the following two items is less than EUR i) the final offer price, or the maximum price in the case referred to in Article 17(1)(b)(i); (ii) the total number of shares outstanding immediately after the offer of shares to the public, calculated on the basis of the number of shares offered to the public or, in the case referred to in Article 17(b)(i)(1), based on the maximum number of shares offered to the public. d)offerers of securities issued by issuers referred to in points a) and b). The information in the UK Growth prospectus is presented in a standardized order in accordance with the requirements referred to in paragraph 2.
Reduced information in an UK Growth prospectus
Incorporation by reference
Incorporation by reference
Omission of information
Omission of information
Request to omit information
Approval and publication of
- Approval of prospectus
Criteria for scrutiny and approval of prospectus
2. If the competent authority, in accordance with this regulation's article 45, subsection 2, has informed the issuer, the offeror or the person requesting admission to trading on a regulated market that the draft prospectus does not meet the standards of completeness, comprehensibility and coherence referred to in Article 20, paragraph 4, in [the prospectus. 1. The competent authority must confirm the receipt of the original application for the approval of a draft prospectus or of the filing of a universal registration document as mentioned in the second document.
Time limits for approval of prospectus
5. If the issuer, the provider or the person requesting admission to trading on a regulated market is unable or unwilling to make the necessary changes or provide the additional information requested pursuant to subsection 4, the competent authority is entitled to refuse approval of the prospectus and terminate the review process. In such event, the competent authority shall notify the issuer, provider or person requesting admission to trading on a regulated market of its decision and shall state the reasons for such refusal.
Applying for approval
The frequent issuer shall notify the competent authority at least five working days before the date envisaged for the submission of the application for approval. A common issuer submits an application to the competent authority containing the necessary changes to the universal registration document, where applicable, a description of the securities and a summary submitted for approval.
Timeframe for submission
Copy of resolution to be kept
Decision-making procedures
Prospectus not to be published until approved
Prospectus comprising separate documents
Service of Notice Regulations
Publication of prospectus
Publication
A separate copy of the summary shall clearly state the prospectus to which it relates. 4. There is no need to complete a registration process, accept a disclaimer limiting legal liability, or pay any fees to access the prospectus.
Other publication requirements
11. A copy of the prospectus on a durable medium will be delivered on request and free of charge to any potential investor by the issuer, the offeror, the person asking for admission to trading on a regulated market or the financial intermediaries who or the sale of the securities. In the event that a potential investor makes a specific request for a paper copy, the issuer, the offeror, the person asking for admission to trading on a regulated market or a financial intermediary placing or selling the securities must deliver a printed version of the prospectus.
Publication on website
Delivery is limited to jurisdictions in which the securities are offered to the public.
Publication by the FCA
Advertisements
Advertisements
Supplementary prospectus
Supplementary prospectus
Use of languages and third
- Use of languages
English language
Third country issuers
Approval of prospectus drawn up in accordance with the Prospectus Regulation
Approval of prospectus drawn up in accordance with third country laws
Other provisions
- Validity of prospectus
Validity of prospectus
Persons responsible for a prospectus
Equity shares
In■PRR 5.3.2R(2)(b)(iii), third party management company means in respect of an issuer that is a company other than a collective investment undertaking, a person appointed by the issuer of services, a contract for services or any other commercial arrangement) 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 ordinarily 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 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
Relevant definitions
Disclosure Annexes
Disclosure Annexes
Prospectus Regulation Rules
PRR TP1
Transitional Provisions for prospectuses approved before 21 July 2019 [deleted]
Prospectus Regulation Rules Schedule 6
Rules that can be waived or modified
