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    2021-01-06

PRR 5.1 Validity of prospectus

Validity of prospectus

PRR 5.1.1 UK

2Article 12 of the Prospectus Regulation provides for the validity of a prospectus, registration document or a universal registration document:

Article 12

Validity of a prospectus, registration document and universal registration document

  1. 1. A prospectus, whether a single document or consisting of separate documents, shall be valid for 12 months after its approval for offers to the public or admissions to trading on a regulated market, provided that it is completed by any supplement required pursuant to Article 23.

    Where a prospectus consists of separate documents, the period of validity shall begin upon approval of the securities note.

  2. 2. A registration document which has been previously approved shall be valid for use as a constituent part of a prospectus for 12 months after its approval.

    The end of the validity of such a registration document shall not affect the validity of a prospectus of which it is a constituent part.

  3. 3. A universal registration document shall be valid for use as a constituent part of a prospectus for 12 months after its approval as referred to in the first subparagraph of Article 9(2) or after its filing as referred to in the second subparagraph of Article 9(2).

    The end of the validity of such a universal registration document shall not affect the validity of a prospectus of which it is a constituent part.

PRR 5.2 Certificate of approval [deleted]

2

PRR 5.3 Persons responsible for a prospectus

PRR 5.3.1 R

[deleted]2

1

Equity shares

PRR 5.3.2 R
  1. (1)

    1This 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;

      2. (ii)

        each person who has authorised themselves 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; and

      3. (iii)

        each person who is a senior executive of any external management company of the issuer;

    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.

PRR 5.3.3 R

1In PRR 5.3.2R(2)(b)(iii), external management company means in relation to an issuer that is a company which is not a collective investment undertaking, a person who is appointed by the issuer (whether under a contract of service, a contract for services or any other commercial arrangement) to perform functions that would ordinarily be performed by officers of the issuer and to make recommendations in relation to strategic matters.

PRR 5.3.4 G

1In considering whether the functions the person performs would ordinarily be performed by officers of the issuer, the FCA will consider, among other things:

  1. (1)

    the nature of the board of the issuer to which the person provides services, and whether the board has the capability to act itself on strategic matters in the absence of that person’s services;

  2. (2)

    whether the appointment relates to a one-off transaction or is a longer-term relationship; and

  3. (3)

    the proportion of the functions ordinarily performed by officers of the issuer that is covered by the arrangement.

All other securities

PRR 5.3.5 R
  1. (1)

    1This rule applies to a prospectus relating to transferable securities other than those to which PRR 5.3.2R 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.

Issuer not responsible if it has not authorised offer or admission to trading

PRR 5.3.6 R

1A person is not responsible for a prospectus under PRR 5.3.2R(2)(a) or (b) or PRR 5.3.5R(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.

Publication without director’s consent

PRR 5.3.7 R

1A person is not responsible for a prospectus under PRR 5.3.2R(2)(b)(i) if it is published without their knowledge or consent and on becoming aware of its publication they, as soon as practicable, gives reasonable public notice that it was published without their knowledge or consent.

Offeror not responsible in certain circumstances

PRR 5.3.8 R

1A person is not responsible for a prospectus under PRR 5.3.2R(2)(d) or PRR 5.3.5R(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.

Person may accept responsibility for, or authorise, part of contents

PRR 5.3.9 R

1A person who accepts responsibility for a prospectus under PRR 5.3.2R(2)(c) or PRR 5.3.5R(2)(b) or authorises the contents of a prospectus under PRR 5.3.2R(2)(f) or PRR 5.3.5R(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.

Advice in professional capacity

PRR 5.3.10 R

1Nothing 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.

PRR 5.4 Miscellaneous

Information to be disclosed to all investors to whom offer addressed

PRR 5.4.1 UK

2Article 22(5) of the Prospectus Regulation provides:

Article 22

Advertisements

…

  1. 5. In the event that material information is disclosed by an issuer or an offeror and addressed to one or more selected investors in oral or written form, such information shall, as applicable, either:

    1. (a) be disclosed to all other investors to whom the offer is addressed, in the event that a prospectus is not required to be published in accordance with Article 1(4) or (5); or

    2. (b) be included in the prospectus or in a supplement to the prospectus in accordance with Article 23(1), in the event that a prospectus is required to be published.

Exercise of powers under section 87K or 87L of the Act

PRR 5.4.2 G

1Under sections 87K and 87L of the Act, the FCA has various powers including powers to prohibit, restrict or suspend an offer and to prohibit, restrict or suspend an advertisement. The FCA will use these powers if it is necessary to protect investors or the smooth operation of the market is, or may be, jeopardised.

Calculation of amounts not denominated in euros

PRR 5.4.3 R

1For the purposes of article 7(1)2 of the Prospectus Regulation, a reference to an amount denominated in euros is also a reference to an equivalent amount.

PRR 5.4.4 R

1For the purposes of PRR 5.4.3R, an amount 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 or a universal registration document together with a securities note and a summary, the date on which the registration document or the universal 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.

Property valuation reports

PRR 5.4.5 G

1To comply with paragraph 130 of the ESMA Prospectus Recommendations (to the extent applicable) the FCA would expect a valuation report for a property company to be in accordance with either:

  1. (1)

    the Appraisal and Valuation Standards (5th edition) issued by the Royal Institution of Chartered Surveyors; or

  2. (2)

    the International Valuation Standards (7th edition) issued by the International Valuation Standards Committee.

PRR 5.4.6 G

1To comply with item 2.7 of Annex 4 of the PR Regulation, the FCA would also expect a valuation report for a property collective investment undertaking to comply with a relevant standard set out in PRR 5.4.5G.