PR 3.2 Filing and publication of prospectus
Filing and publication of prospectus
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
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 ]
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
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:
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(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
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(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
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(3)
in electronic form on the issuer's website or,1 if applicable, on the website of the financial intermediaries placing or selling the transferable securities, including paying agents; or
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(4)
in an electronic form on the website of the regulated market where the admission to trading is sought. [Note: article 14.2 PD]
1A person requesting admission and drawing up a prospectus in accordance with PR 3.2.4R (1) or (2) must also publish their prospectus electronically in accordance with PR 3.2.4R (3).
[Note: article 14.2 PD]
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]
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
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
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 ]
Articles 29, 30 and 33 of the PD Regulation provide for further requirements relating to publication of prospectuses:
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Article 29 Publication in electronic form |
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1. |
The publication of the prospectus or base prospectus in electronic form, either pursuant to [ PR 3.2.4 R (3) and PR 3.2.4 R (4)], or as an additional means of availability, shall be subject to the following requirements: |
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(1) |
the prospectus or base prospectus shall be easily accessible when entering the website; |
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(2) |
the file format shall be such that the prospectus or base prospectus cannot be modified; |
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(3) |
the prospectus or base prospectus shall not contain hyper-links, with exception of links to the electronic addresses where information incorporated by reference is available; |
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(4) |
the investors shall have the possibility of downloading and printing the prospectus or base prospectus. |
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The exception referred to in point (3) of the first subparagraph shall only be valid for documents incorporated by reference; those documents shall be available with easy and immediate technical arrangements. |
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2. |
If a prospectus or base prospectus for offer of securities to the public is made available on the web-sites of issuers and financial intermediaries or of regulated markets, these shall take measures, to avoid targeting residents in Members States or third countries where the offer of securities to the public does not take place, such as the insertion of a disclaimer as to who are the addressees of the offer. |
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Article 30 Publication in newspapers |
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1. |
In order to comply with [PR 3.2.4 R (1)] the publication of a prospectus or a base prospectus shall be made in a general or financial information newspaper having national or supra-regional scope; |
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2. |
If the [FSA] is of the opinion that the newspaper chosen for publication does not comply with the requirements set out in paragraph 1, it shall determine a newspaper whose circulation is deemed appropriate for this purpose taking into account, in particular, the geographic area, number of inhabitants and reading habits in each Member State. |
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Article 33 Publication of the final terms of base prospectuses |
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The publication method for final terms related to a base prospectus does not have to be the same as the one used for the base prospectus as long as the publication method used is one of the publication methods indicated in [ PR 3.2.4 R ]. |
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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.