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PR 1.1 Preliminary

Application

Note: ESMA has also issued guidelines under article 16(3) of the ESMA Regulation covering ‘Alternative Performance Measures’. See https://www.esma.europa.eu/sites/default/files/library/2015/10/2015-esma-1415en.pdf
PR 1.1.1RRP
  1. (1)

    1PR 2, PR 3, PR 4.2, PR 5.1, PR 5.3.1 UK to PR 5.3.3 G and PR 5.5 only apply (subject to paragraph (2)) in relation to:

    1. (a)

      an offer, or a request for admission to trading of transferable securities, in respect of which section 85 of the Act applies (other than an exempt offer under section 86 of the Act) and in relation to which the United Kingdom is the Home State;

    2. (b)

      an offer, or a request for admission to trading of transferable securities, where under section 87 of the Act a person has elected to have a prospectus in relation to the transferable securities; and

    3. (c)

      an offer, or a request for admission to trading of transferable securities, not referred to in paragraphs (a) or (b), in relation to which the United Kingdom is the Home State.

  2. (2)

    PR 2, PR 3, PR 4.2 , PR 5.3.1 UK to PR 5.3.3 G also apply in relation to an offer, or a request for admission to trading of transferable securities, where another competent authority of an EEA State has transferred the function of approving the prospectus to the FCA.

PR 1.1.2G

Note: When exercising its functions under Part 6 of the Act, the FCA may use the name the UK Listing Authority.

Persons responsible for complying with rules

PR 1.1.3RRP

A person must comply with all rules that are specified as being applicable to them.

PR 1.1.4RRP

If a rule does not specify who is responsible for complying with it, then the following persons must comply with it:

  1. (1)

    in relation to an offer:

    1. (a)

      the issuer; and

    2. (b)

      the offeror (if this is a person other than the issuer);

  2. (2)

    in relation to a request for the admission to trading of transferable securities:

    1. (a)

      the issuer; and

    2. (b)

      the person requesting admission to trading (if this is a person other than the issuer).

PR 1.1.5RRP

An issuer is not responsible under PR 1.1.4R (1)(a) or (2)(a) if it has not authorised or made the offer or the request for the admission to trading.

Provisions implementing the Prospectus Directive

PR 1.1.6GRP

The FCA considers that the 4following documents together 4determine the effect of the Prospectus Directive6:

4
  1. (1)

    Part 6 of the Act;

  2. (2)

    the PD Regulation;

  3. (3)

    these rules;

    4
  4. (4)

    the ESMA Prospectus Recommendations4

    34
  5. (5)

    the ESMA Prospectus Questions and Answers;4

  6. (6)

    the ESMA Prospectus Opinions6; and4

  7. (7)

    the Prospectus RTS Regulations5.

    4
PR 1.1.7GRP

To assist readers, extracts from the Act ,4the PD Regulation and the Prospectus RTS Regulations 5are reproduced in the text of these rules. Readers should however consult those documents themselves to see the full text.

44

4ESMA materials

PR 1.1.8GRP

In determining whether Part 6 of the Act, these rules ,4the PD Regulation and the Prospectus RTS Regulations 5have2 been complied with, the FCA will consider whether a person has acted in accordance with the4ESMA Prospectus Recommendations, the ESMA Prospectus Questions and Answers and the ESMA Prospectus Opinions6.

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Application of rules to supplementary prospectuses

PR 1.1.9RRP

Unless the context otherwise requires, a reference in these rules to a prospectus includes a supplementary prospectus.