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  1. Point in time
    2020-03-27

PRR 3.2 Publication of prospectus

Publication

PRR 3.2.1EU

1Article 21(1) of the Prospectus Regulation provides for the publication of the prospectus:

Article 21

Publication of the prospectus

  1. 1. Once approved, the prospectus shall be made available to the public by the issuer, the offeror or the person asking for admission to trading on a regulated market at a reasonable time in advance of, and at the latest at the beginning of, the offer to the public or the admission to trading of the securities involved.

    In the case of an initial offer to the public of a class of shares that is admitted to trading on a regulated market for the first time, the prospectus shall be made available to the public at least six working days before the end of the offer.

Method of publishing

PRR 3.2.2EU

1Article 21(2) to (4) of the Prospectus Regulation provides for the methods by which the prospectus is to be published:

Article 21

Publication of the prospectus

…

  1. 2. The prospectus, whether a single document or consisting of separate documents, shall be deemed available to the public when published in electronic form on any of the following websites:

    1. (a) the website of the issuer, the offeror or the person asking for admission to trading on a regulated market;

    2. (b) the website of the financial intermediaries placing or selling the securities, including paying agents;

    3. (c) the website of the regulated market where the admission to trading is sought, or where no admission to trading on a regulated market is sought, the website of the operator of the MTF.

  2. 3. The prospectus shall be published on a dedicated section of the website which is easily accessible when entering the website. It shall be downloadable, printable and in searchable electronic format that cannot be modified.

    The documents containing information incorporated by reference in the prospectus, the supplements and/or final terms related to the prospectus and a separate copy of the summary shall be accessible under the same section alongside the prospectus, including by way of hyperlinks where necessary.

    The separate copy of the summary shall clearly indicate the prospectus to which it relates.

  3. 4. Access to the prospectus shall not be subject to the completion of a registration process, the acceptance of a disclaimer limiting legal liability or the payment of a fee. Warnings specifying the jurisdiction(s) in which an offer or an admission to trading is being made shall not be considered to be disclaimers limiting legal liability.

Other publication requirements

PRR 3.2.3EU

1Article 21(7) to (11) of the Prospectus Regulation provides for further requirements for publication:

Article 21

Publication of the prospectus

…

  1. 7. All prospectuses approved shall remain publicly available in electronic form for at least 10 years after their publication on the websites referred to in paragraphs 2 and 6.

    Where hyperlinks are used for information incorporated by reference in the prospectus, and the supplements and/or final terms related to the prospectus, such hyperlinks shall be functional for the period referred to in the first subparagraph.

  2. 8. An approved prospectus shall contain a prominent warning stating when the validity of the prospectus will expire. The warning shall also state that the obligation to supplement a prospectus in the event of significant new factors, material mistakes or material inaccuracies does not apply when a prospectus is no longer valid.

  3. 9. In the case of a prospectus comprising several documents and/or incorporating information by reference, the documents and information that constitute the prospectus may be published and distributed separately provided that those documents are made available to the public in accordance with paragraph 2. Where a prospectus consists of separate documents in accordance with Article 10, each of those constituent documents, except for documents incorporated by reference, shall indicate that it is only one part of the prospectus and where the other constituent documents may be obtained.

  4. 10. The text and the format of the prospectus, and any supplement to the prospectus made available to the public, shall at all times be identical to the original version approved by the competent authority of the home Member State.

  5. 11. A copy of the prospectus on a durable medium shall be delivered to any potential investor, upon request and free of charge, by the issuer, the offeror, the person asking for admission to trading on a regulated market or the financial intermediaries placing or selling the securities. In the event that a potential investor makes a specific demand for a paper copy, the issuer, the offeror, the person asking for admission to trading on a regulated market or a financial intermediary placing or selling the securities shall deliver a printed version of the prospectus. Delivery shall be limited to jurisdictions in which the offer of securities to the public is made or where the admission to trading on a regulated market is taking place under this Regulation.

Publication on website

PRR 3.2.4EU

1Article 10(2) of the Prospectus RTS Regulation provides that:

Article 10

Publication of the prospectus

…

  1. 2. Where a prospectus is published in accordance with Article 21(2) of [the Prospectus Regulation], measures shall be taken on websites used for the publication of the prospectus to avoid targeting residents of Member States or third countries other than those where the securities are offered to the public.

Publication by the competent authority

PRR 3.2.5EU

1Article 21(5) (first sub-paragraph) of the Prospectus Regulation sets out the publication requirements applicable to the FCA as the competent authority:

Article 21

Publication of the prospectus

…

  1. 5. The competent authority of the home Member State shall publish on its website all the prospectuses approved or at least the list of prospectuses approved, including a hyperlink to the dedicated website sections referred to in paragraph 3 of this Article as well as an identification of the host Member State or States where prospectuses are notified in accordance with Article 25. The published list, including the hyperlinks, shall be kept up-to-date and each item shall remain on the website at least for the period referred to in paragraph 7 of this Article.

PRR 3.2.6G

1The FCA will upload documents to the system identified by the FCA on its website as the national storage mechanism for regulatory announcements and certain documents published by issuers. The FCA will upload prospectuses and related documents it approves after 6 p.m. on the working day following the day on which it approved the document.

Issuers required to submit data

PRR 3.2.7R
  1. (1)

    1An issuer must provide to the FCA any information that the FCA requires in order to comply with its obligations to provide information to ESMA under article 21(5) of the Prospectus Regulation or any regulatory technical standards adopted under article 21(12) of that regulation.

    [Note: Annex VII (Machine Readable Data) of the Prospectus RTS Regulation, see https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=uriserv:OJ.L_.2019.166.01.0001.01.ENG&toc=OJ:L:2019:166:TOC]

  2. (2)

    The issuer must provide the information referred to in paragraph (1) to the FCA as soon as possible and

    1. (a)

      for information relating to a prospectus, before the prospectus is approved by the FCA;

    2. (b)

      for information relating to all other documents, no later than when the relevant document is submitted to the FCA.

PRR 3.2.8R

1The issuer must submit the information referred to PRR 3.2.7R using electronic means and the format made available by the FCA.

[Note: Information on the required data and format of submission can be found on the Markets section of the FCA website.]