PR 2.1 General contents of prospectus
General contents of prospectus
1Sections 87A(2), (2A), 2(3) and (4) of the Act provide for the general contents of a prospectus:
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(2) |
The necessary information is the information necessary to enable investors to make an informed assessment of – |
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(a) |
the assets and liabilities, financial position, profits and losses, and prospects of the issuer of the transferable securities and of any guarantor; and |
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(b) |
the rights attaching to the transferable securities.2 |
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2(2A) |
If, in the case of transferable securities to which section 87 applies, the prospectus states that the guarantor is a specified EEA State, the prospectus is not required to include other information about the guarantor. |
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(3) |
The necessary information must be presented in a form which is comprehensible and easy to analyse. |
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(4) |
The necessary information must be prepared having regard to the particular nature of the transferable securities and their issuer and any delegated acts adopted by the Commission under article 7(1) of the prospectus directive2. |
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Summary
Sections 87A(5) and (6) of the Act set out the requirement for a summary to be included in a prospectus:
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(5) |
The prospectus must include a summary (unless the transferable securities in question are ones in relation to which prospectus rules provide that a summary is not required). |
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(6) |
The summary must convey concisely, in non-technical language and in an appropriate structure, the key information relevant to the securities which are the subject of the prospectus and, when read with the rest of the prospectus, must be an aid to investors considering whether to invest in the securities2. 2 |
When a summary is not required
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 2(or an equivalent amount) if the prospectus relates to an admission to trading. [Note: article 5.2 PD]
2Contents of summary
Article 24 of the PD Regulation provides for how the contents of the summary are to be determined:
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3Content of the summary of the prospectus, of the base prospectus and of the individual issue |
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1 |
The issuer, the offeror or the person asking for the admission to trading on a regulated market shall determine the detailed content of the summary referred to in Article 5(2) of Directive 2003/71/EC in accordance with this Article. A summary shall contain the key information items set out in Annex XXII. Where an item is not applicable to a prospectus, such item shall appear in the summary with the mention "not applicable". The length of the summary shall take into account the complexity of the issuer and of the securities offered, but shall not exceed 7% of the length of a prospectus or 15 pages, whichever is the longer. It shall not contain cross-references to other parts of the prospectus. The order of the sections and of the elements of Annex XXII shall be mandatory. The summary shall be drafted in clear language, presenting the key information in an easily accessible and understandable way. Where an issuer is not under an obligation to include a summary in a prospectus pursuant to Article 5(2) of Directive 2003/71/EC, but produces an overview section in the prospectus, this section shall not be entitled "Summary" unless the issuer complies with all disclosure requirements for summaries laid down in this Article and Annex XXII. |
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2 |
The summary of the base prospectus may contain the following information: |
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(a) |
information included in the base prospectus; |
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(b) |
options for information required by the securities note schedule and its building block(s); |
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(c) |
information required by the securities note schedule and its building block(s) left in blank for later insertion in the final terms. |
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3 |
The summary of the individual issue shall provide the key information of the summary of the base prospectus combined with the relevant parts of the final terms. The summary of the individual issue shall contain the following: |
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(a) |
the information of the summary of the base prospectus which is only relevant to the individual issue; |
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(b) |
the options contained in the base prospectus which are only relevant to the individual issue as determined in the final terms; |
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(c) |
the relevant information given in the final terms which has been previously left in blank in the base prospectus. |
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Where the final terms relate to several securities which differ only in some very limited details, such as the issue price or maturity date, one single summary of the individual issue may be attached for all those securities, provided the information referring to the different securities is clearly segregated. The summary of the individual issue shall be subject to the same requirements as the final terms and shall be annexed to them. |
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3[Note: See transitional provisions in Regulation (EU) No 486/2012]
NOTE:The European Commission has published a draft Regulation amending the PD Regulation here: http://ec.europa.eu/internal_market/securities/prospectus/index_en.htm
The FSA will review prospectuses in accordance with the authoritative version of the PD Regulation, including any amendments made by the final published version of the above Regulation, which is the version that is published in the Official Journal of the European Union, from the date it is stated to be in force.
The FSAHandbook will be updated to reflect the final changes in due course.
Please also note that references to the PD Regulation in the FSAHandbook have been amended to take account of the amendments to the PD Regulation made by Regulation (EU) No 486/2012 which was published in the Official Journal on 9 June 2012.
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.
The summary must also contain a warning to the effect that:
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(1)
it should be read as an introduction to the prospectus;
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(2)
any decision to invest in the transferable securities should be based on consideration of the prospectus as a whole by the investor;
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(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
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(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 Act2. [Note: articles 5.2 and 6.22PD]