1An applicant must submit to the FCA the following information:

1. (1)

   a completed form A;

2. (2)

   the prospectus;

3. (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. (4)

   a letter identifying any items from the schedules and building blocks that have not been included because they are not applicable;

5. (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. (6)

   if the applicant is requesting the FCA to authorise the omission of information from the prospectus, the information required by PR 2.5.3 R;

7. (7)

   [deleted]3

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8. (8)

   [deleted]5

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9. (9)

   contact details of individuals who are:

   1. (a)

      sufficiently knowledgeable about the documentation to be able to answer queries from the FCA; and

   2. (b)

      available to answer queries between the hours of 7 a.m. and 6 p.m.; and

10. (10)

    any other information that the FCA may require.

6An applicant must take all reasonable care to ensure that any prospectus submitted for approval, for which it is responsible, contains:

1. (1)

   the necessary information as required under section 87A of the Act; and

2. (2)

   the information items required in Annexes I to XVII and Annexes XX to XXX of the PD regulation, as appropriate to its application.

6An applicant must take all reasonable care to ensure that any prospectus submitted for approval for which it is responsible is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import.

1. (1)

   The applicant must submit to the FCA by the date specified in paragraph (2):

   1. (a)

      the completed form A in final form;

   2. (b)

      the relevant fee; and

   3. (c)

      the other information referred to in PR 3.1.1 R in draft form.

2. (2)

   The date referred to in paragraph (1) is:

   1. (a)

      at least 10 working days before the intended approval date of the prospectus; or

   2. (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

   3. (c)

      as soon as practicable in the case of a supplementary prospectus.

3. (3)

   The applicant must submit to the FCA 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 must be submitted to the FCA:

1. (1)

   in a substantially complete form;

2. (2)

   in duplicate in hard copy or an agreed electronic format; and

3. (3)

   annotated in the margin to indicate compliance with all applicable requirements of Part 6 of the Act and these rules.

If further drafts of documents are required, they must be submitted to the FCA:

1. (1)

   marked to show all changes made since the last draft was reviewed by the FCA;

2. (2)

   marked to show all changes made to the documents as a consequence of the FCA's comments (in a way that differentiates those changes from other changes);

3. (3)

   in duplicate in hard copy or an agreed electronic format; and

4. (4)

   annotated in the margin to indicate compliance with all applicable requirements of the Act and these rules.

3An 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.

The FCA will follow the executive procedures for statutory notice decisions and statutory notice associated decisions if it:

1. (1)

   proposes to refuse to approve a prospectus; or

2. (2)

   decides to refuse to approve a prospectus after having given the applicant a written notice.

Note: DEPP 44 sets out the executive procedures for statutory notice decisions and statutory notice associated decisions.

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

If the prospectus is not a single document but is comprised of separate documents:

1. (1)

   an application for approval may relate to one or more of those separate documents; and

2. (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.

1. (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 FCA at least 10 working days before the date the transfer is sought.

2. (2)

   The request must:

   1. (a)

      set out the reasons for the proposed transfer;

   2. (b)

      state the name of the competent authority to whom the transfer is sought; and

   3. (c)

      include a copy of the draft prospectus.

A person who wishes the FCA 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 FCA:

1. (1)

   a copy of the document;

2. (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. (3)

   contact details of individuals who are:

   1. (a)

      sufficiently knowledgeable about the documentation to be able to answer queries from the FCA; and

   2. (b)

      available to answer queries between the hours of 7 a.m. and 6 p.m.; and

4. (4)

   any other information that the FCA may require.

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 offer3.

After a prospectus is approved by the FCA, it must be filed with the FCA at the same time it is made available to the public in line with PR 3.2.2 R or PR 3.2.3 R (as applicable) or, if earlier, within 24 hours of receipt of the notification of the approval by the issuer, offeror or person requesting admission4. [ Note: articles 14.1 and 16.1 of PD ]

4A prospectus must be filed with the FCA by uploading it to the system identified by the FCA on its website as the national storage mechanism for regulatory announcements and certain documents published by issuers.

Except as provided in PR 3.2.3 R, the prospectus must be 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 ]

A prospectus is deemed to be made available to the public for the purposes of 4PR 3.2.2 R4 to PR 3.2.3 R when published either:

1. (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. (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. (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. (4)

   in an electronic form on the website of the regulated market where the admission to trading is sought. [Note: article 14.2 PD]

3 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).

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 FCA. [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 ]

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 3.3.2 R to PR 3.3.4 R only apply to an offer, or to an admission to trading of transferable securities, for which:

1. (1)

   a prospectus is required to be made available to the public under section 85 of the Act; or

2. (2)

   a person elects to have a prospectus under section 87 of the Act. [ Note: article 15.1 PD ]

An advertisement relating to an offer or to an admission to trading must not be issued unless:

1. (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. (2)

   it is clearly recognisable as an advertisement;

3. (3)

   information in the advertisement is not inaccurate, or misleading; and

4. (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 ]

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 ]

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: Sections 87Q(4) and (5) of the Act set4 out the rights of investors to withdraw their acceptances after a supplementary prospectus is published.

1In the event that a requirement for a supplement is triggered, then as soon as practicable after the new factor, mistake or inaccuracy arises or is noted, a3person referred to in section 87G(2) of the Act must submit a supplementary prospectus referred to in that section to the FCA for approval.