1A prospectus is valid for 12 months after its publication for an offer or an admission to trading, provided that the prospectus is updated by a supplementary prospectus (if required) under section 87G of the Act. [Note: article 9.1 PD]

For an offering programme, the base prospectus is valid for a period of up to 12 months after it is filed. [Note: article 9.2 PD]

For non-equity transferable securities referred to in PR 2.2.7 R (2), the prospectus is valid until no more of the transferable securities concerned are issued in a continuous or repeated manner. [Note: article 9.3 PD]

A registration document is valid for a period of up to 12 months after it is filed provided that it has been updated in accordance with PR 2.2.5 R. [Note: article 9.4 PD]

An issuer whose transferable securities are admitted to trading and in relation to whom the United Kingdom is the Home State must at least annually prepare a document (an annual information update) that refers to or contains all information that has been published or made available to the public over the previous 12 months in one or more EEA States and in third countries in compliance with its obligations under EU2 and national laws and rules dealing with the regulation of securities, issuers of securities and securities markets. [Note: article 10.1 PD]

PR 5.2.1 R does not apply in relation to non-equity transferable securities whose denomination per unit amounts to at least 50,000 Euros (or an equivalent amount), unless the issuer of the securities has elected by notice in writing sent to the FSA to comply with PR 5.2. 1 [Note: article 10.3 PD]

1If an issuer elects under PR 5.2.2 R to comply with PR 5.2 it must comply with the requirements in PR 5.2 (and the relevant requirements of the PD regulation as if they applied to it) on an ongoing basis until it withdraws the election. An issuer may withdraw the election by notice in writing given to the FSA, but may not do so within three years from the date of making the initial election.

If the annual information update refers to information it must state where the information can be obtained. [Note: article 10.2 PD]

The issuer must file the annual information update with the FSA by notifying it to a RIS. [Note: article 10.2 PD]

1. (1)

   This rule applies to a request by a person to the FSA to supply information referred to in section 87I of the Act to the competent authority of a relevant Host State.

2. (2)

   The request must be in writing and must include:

   1. (a)

      the relevant prospectus as approved (if it has already been approved); and

   2. (b)

      a translation of the summary if required by the competent authority of a relevant host State.

1. (1)

   An individual or small and medium-sized enterprise may apply to the FSA to be registered as a qualified investor.

2. (2)

   The application must be in writing in form B and must certify:

   1. (a)

      for a small and medium-sized enterprise that the enterprise satisfies at least two of the three criteria in article 2.1.(f) of the prospective directive and specify which of the criteria are satisfied; or

   2. (b)

      for an individual that the individual satisfies at least two of the three criteria in article 2.2 of the prospectus directive and specify which of the criteria are satisfied.

Note: Forms referred to in these rules are available on the FSA website.

Registration will be valid from July 1 (or such later date as registration occurs) until 30 June each year.

An individual or small and medium-sized enterprise wishing to remain on the register must apply in accordance with PR 5.4.2 R to renew their registration each year.

If an individual or a small and medium-sized enterprise wishes to be removed from the register, they must make a written request to the FSA to be removed.

An issuer or offeror wishing to access the register must apply in writing to the FSA at least three working days before the day on which access is sought.

The application must be in writing in form C and must include the relevant fee specified in 1FEES 31.

An issuer or offeror must ensure that information it has obtained from the register is not used by it or its agent except for the purpose of:

1. (1)

   determining whether an investor is a qualified investor; or

2. (2)

   making an offer to the qualified investor

in connection with an offer.

An issuer or offeror must ensure that information about a qualified investor it has obtained from the register is kept secure and is not disclosed by it or its agent to any person (other than to the qualified investor themselves or to a person acting on the qualified investor's behalf in relation to the offer).

Note: Information obtained from the register is confidential information under section 348 of the Act. Therefore a recipient of the information is also likely to be subject to the restrictions on disclosure of confidential information set out in that section. Use of the information for any purpose other than that referred to in PR 5.4.10 R or disclosure to any other person may result in a breach of section 348 (contravention of which is punishable by a fine or imprisonment or both).

The rules in this section specify in accordance with section 84(1)(d) of the Act and for the purposes of Part 6 of the Act, the persons responsible for a prospectus.

Note: In accordance with PR 1.1.9 a reference in this section to a prospectus includes a supplementary prospectus.

The rules in this section only apply in respect of a prospectus if the United Kingdom is the Home State for the issuer in relation to the transferable securities to which the prospectus relates.

1. (1)

   This rule applies to a prospectus relating to:

   1. (a)

      equity shares;

   2. (b)

      warrants or options to subscribe for equity shares, that are issued by the issuer of the equity shares; and

   3. (c)

      other transferable securities that have similar characteristics to transferable securities referred to in paragraphs (a) or (b).

2. (2)

   Each of the following persons are responsible for the prospectus:

   1. (a)

      the issuer of the transferable securities;

   2. (b)

      if the issuer is a body corporate:

      1. (i)

         each person who is a director of that body corporate when the prospectus is published; and

      2. (ii)

         each person who has authorised himself to be named, and is named, in the prospectus as a director or as having agreed to become a director of that body corporate either immediately or at a future time;

   3. (c)

      each person who accepts, and is stated in the prospectus as accepting, responsibility for the prospectus;

   4. (d)

      in relation to an offer:

      1. (i)

         the offeror, if this is not the issuer; and

      2. (ii)

         if the offeror is a body corporate and is not the issuer, each person who is a director of the body corporate when the prospectus is published;

   5. (e)

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

      1. (i)

         the person requesting admission, if this is not the issuer; and

      2. (ii)

         if the person requesting admission is a body corporate and is not the issuer, each person who is a director of the body corporate when the prospectus is published; and

   6. (f)

      each person not falling within any of the previous paragraphs who has authorised the contents of the prospectus.

1. (1)

   This rule applies to a prospectus relating to transferable securities other than those to which PR 5.5.3 R applies.

2. (2)

   Each of the following persons are responsible for the prospectus:

   1. (a)

      the issuer of the transferable securities;

   2. (b)

      each person who accepts, and is stated in the prospectus as accepting, responsibility for the prospectus;

   3. (c)

      in relation to an offer, the offeror of the transferable securities, if this is not the issuer;

   4. (d)

      in relation to a request for an admission to trading of transferable securities, the person requesting admission, if this is not the issuer;

   5. (e)

      if there is a guarantor for the issue, the guarantor in relation to information in the prospectus that relates to the guarantor and the guarantee; and

   6. (f)

      each person not falling within any of the previous paragraphs who has authorised the contents of the prospectus.

A person is not responsible for a prospectus under PR 5.5.3R (2)(a) or (b) or PR 5.5.4 R (2)(a) if the issuer has not made or authorised the offer or the request for admission to trading in relation to which the prospectus was published.

A person is not responsible for a prospectus under PR 5.5.3 R (2)(b)(i) if it is published without his knowledge or consent and on becoming aware of its publication he, as soon as practicable, gives reasonable public notice that it was published without his knowledge or consent.

A person is not responsible for a prospectus under PR 5.5.3 R (2)(d) or PR 5.5.4 R (2)(c) if:

1. (1)

   the issuer is responsible for the prospectus in accordance with the rules in this section;

2. (2)

   the prospectus was drawn up primarily by the issuer, or by one or more persons acting on behalf of the issuer; and

3. (3)

   the offeror is making the offer in association with the issuer.

A person who accepts responsibility for a prospectus under PR 5.5.3 R (2)(c) or PR 5.5.4 R (2)(b) or authorises the contents of a prospectus under PR 5.5.3 R (2)(f) or PR 5.5.4 R (2)(f), may state that they do so only in relation to specified parts of the prospectus, or only in specified respects, and in that case the person is responsible under those paragraphs:

1. (1)

   only to the extent specified; and

2. (2)

   only if the material in question is included in (or substantially in) the form and context to which the person has agreed.

Nothing in the rules in this section is to be construed as making a person responsible for any prospectus by reason only of the person giving advice about its contents in a professional capacity.

Where, in relation to an offer in the United Kingdom, no prospectus is required under the Act, the issuer and offeror must ensure that material information they provide to qualified investors or special categories of investors, including information disclosed in the context of meetings relating to offers, is disclosed to all qualified investors or special categories of investors to whom the offer is exclusively addressed. [Note: article 15.5 PD]

For the purposes of these rules, an amount (in relation to an amount denominated in euros) is an “equivalent amount” if it is an amount of equal value denominated wholly or partly in another currency or unit of account, calculated at:

1. (1)

   in relation to a prospectus drawn up as a single document, the date on which the prospectus is approved;

2. (2)

   in relation to a prospectus consisting of a registration document together with a securities note and a summary, the date on which the registration document is approved;

3. (3)

   in relation to a prospectus consisting of a base prospectus and final terms of the offer, the date on which the final terms are filed.