PR 3

Approval and publication of prospectus

PR 3.1

Approval of prospectus

Applying for approval

PR 3.1.1

See Notes

handbook-rule
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) [deleted]
(8) written confirmation of the number of securities to be allotted or issued (pursuant to a board resolution allotting or issuing the securities);
(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.

PR 3.1.2

See Notes

handbook-guidance
FEES 3 sets out the relevant application fee payable to the FSA .

When information must be submitted

PR 3.1.3

See Notes

handbook-rule
(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
(c) the other information referred to in PR 3.1.1 R in draft form.
(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 securitiesadmission to trading and has not previously made an offer; or
(c) as soon as practicable in the case of a supplementary prospectus.
(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.

Drafts of documents

PR 3.1.4

See Notes

handbook-rule
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.

PR 3.1.5

See Notes

handbook-rule
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.

Copy of resolution to be kept

PR 3.1.5A

See Notes

handbook-rule
An applicant must keep a copy of the board resolution allotting or issuing the transferable securities for six years after the application for approval of the prospectus for those securities.

Request for certificate of approval

PR 3.1.6

See Notes

handbook-guidance
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).

Approval of prospectus

PR 3.1.7

See Notes

handbook-uk-text
Section 87A(1) of the Act provides for the approval of a prospectus by the FSA :

PR 3.1.8

See Notes

handbook-guidance
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.

Decision-making procedures

PR 3.1.9

See Notes

handbook-rule
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.

Prospectus not to be published until approved

PR 3.1.10

See Notes

handbook-rule
A prospectus must not be published until it has been approved by the FSA . [ Note: article 13.1 PD ]

Prospectus comprising separate documents

PR 3.1.11

See Notes

handbook-rule
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.

Transfer to another competent authority

PR 3.1.12

See Notes

handbook-rule
(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
(c) include a copy of the draft prospectus.

PR 3.1.13

See Notes

handbook-guidance
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.

Vetting of equivalent documents

PR 3.1.14

See Notes

handbook-rule
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.

PR 3.1.15

See Notes

handbook-rule
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 or at least 20 working days before that date if the person does not have transferable securitiesadmitted to trading and has not previously made an offer.

PR 3.1.16

See Notes

handbook-guidance
FEES 3 sets out the relevant fee payable in relation to the vetting of an equivalent document or a summary document.

PR 3.2

Filing and publication of prospectus

Filing and publication of prospectus

PR 3.2.1

See Notes

handbook-rule
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 ]

Timing of filing and publication

PR 3.2.2

See Notes

handbook-rule
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 ]

PR 3.2.3

See Notes

handbook-rule
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 ]

Method of publishing

PR 3.2.4

See Notes

handbook-rule
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]

PR 3.2.5

See Notes

handbook-rule
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]

PR 3.2.6

See Notes

handbook-rule
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 ]

FSA will publish list of approved prospectuses

PR 3.2.7

See Notes

handbook-guidance
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 ]

Prospectus comprising separate documents etc

PR 3.2.8

See Notes

handbook-rule
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 ]

PR 3.2.9

See Notes

handbook-eu-text
Articles 29, 30 and 33 of the PD Regulation provide for further requirements relating to publication of prospectuses:

PR 3.3

Advertisements

Application

PR 3.3.1

See Notes

handbook-rule
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 ]

Advertisements

PR 3.3.2

See Notes

handbook-rule
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 ]

PR 3.3.3

See Notes

handbook-guidance
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.

Other information disclosed must be consistent with prospectus

PR 3.3.4

See Notes

handbook-rule
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 ]

PR 3.3.5

See Notes

handbook-eu-text
Article 34 of the PD Regulation sets out a non-exhaustive list of the types of advertisement covered by the advertising provisions:

PR 3.4

Supplementary prospectus

Supplementary prospectus

PR 3.4.1

See Notes

handbook-uk-text
Section 87G of the Act provides that:

Amendments to summary

PR 3.4.2

See Notes

handbook-rule
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.

Supplementary prospectus to be submitted as soon as possible

PR 3.4.3

See Notes

handbook-rule
A person referred to in section 87G(2) of the Act must submit a supplementary prospectus referred to in that section to the FSA for approval as soon as practicable after the new factor, mistake or inaccuracy arises or is noted.