PR 2

Drawing up the prospectus

PR 2.1

General contents of prospectus

General contents of prospectus

PR 2.1.1

See Notes

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

Summary

PR 2.1.2

See Notes

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

When a summary is not required

PR 2.1.3

See Notes

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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]

Contents of summary

PR 2.1.4

See Notes

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Article 24 of the PD Regulation provides for how the contents of the summary are to be determined: [Note: See transitional provisions in Regulation (EU) No 486/2012]

PR 2.1.6

See Notes

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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.

PR 2.1.7

See Notes

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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]

PR 2.2

Format of prospectus

Format of prospectus

PR 2.2.1

See Notes

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

PR 2.2.2

See Notes

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(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]

PR 2.2.3

See Notes

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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]

Prospectuses consisting of separate documents

PR 2.2.4

See Notes

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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]

PR 2.2.5

See Notes

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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]

PR 2.2.6

See Notes

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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]

Base prospectus

PR 2.2.7

See Notes

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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]

PR 2.2.8

See Notes

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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]

PR 2.2.9

See Notes

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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]

PR 2.2.10

See Notes

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Articles 25 and 26 of the PD Regulation provide for the format of prospectuses and base prospectuses: [Note: See transitional provisions in Regulation (EU) No 486/2012]

PR 2.2.11

See Notes

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The PD Regulation provides for categories of information to be included in the base prospectus and final terms. [Note: See transitional provisions in Regulation (EU) No 486/2012]

PR 2.3

Minimum information to be included in a prospectus

Minimum information

PR 2.3.1

See Notes

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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. [Note: See transitional provisions in Regulation (EU) No 486/2012andin Regulation (EU) No 862/2012]

PR 2.3.1A

See Notes

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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.

Final offer price and amount of securities not included in prospectus

PR 2.3.2

See Notes

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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.

PR 2.4

Incorporation by reference

Incorporation by reference

PR 2.4.1

See Notes

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(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]

PR 2.4.2

See Notes

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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.

PR 2.4.3

See Notes

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

PR 2.4.4

See Notes

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

PR 2.4.5

See Notes

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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]

PR 2.4.6

See Notes

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

PR 2.5

Omission of information

Equivalent information

PR 2.5.1

See Notes

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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]

Omission of information from prospectus

PR 2.5.1A

See Notes

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

PR 2.5.2

See Notes

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

Request to omit information

PR 2.5.3

See Notes

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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.