Related provisions for LR 6.1.2
Section 87G of the Act provides that:
(1) |
Subsection (2) applies if, during the relevant period, there arises or is noted a significant new factor, material mistake or inaccuracy relating to the information included in a prospectus approved by the [ FSA]. |
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(2) |
The person on whose application the prospectus was approved must, in accordance with prospectus rules, submit a supplementary prospectus containing details of the new factor, mistake or inaccuracy to the [FSA] for its approval. |
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(3) |
The relevant period begins when the prospectus is approved by the [FSA] and ends – |
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(a) |
with the closure of the offer of the transferable securities to which the prospectus relates; or |
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(b) |
when trading in those securities on a regulated market begins. |
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(4) |
"Significant" means significant for the purposes of making an informed assessment of the kind mentioned in section 87A(2). |
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(5) |
Any person responsible for the prospectus who is aware of any new factor, mistake or inaccuracy which may require the submission of a supplementary prospectus in accordance with subsection (2) must give notice of it to – |
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(a) |
the issuer of the transferable securities to which the prospectus relates, and |
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(b) |
the person on whose application the prospectus was approved. |
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(6) |
A supplementary prospectus must provide sufficient information to correct any mistake or inaccuracy which gave rise to the need for it. |
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(7) |
Subsection (1) applies also to information contained in any supplementary prospectus published under this section. |
Schedule to the Recognition Requirements Regulations, Paragraphs 4(2)(b) and 4(2)(c)
Without prejudice to the generality of sub-paragraph [4(1)], the [UK RIE] must ensure that - |
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(b) |
dealings in [specified investments] on the [UK RIE] are limited to [specified investments] in which there is a proper market; |
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(c) |
appropriate arrangements are made forrelevant informationto be made available (whether by the [UK RIE] or, where appropriate, byissuersof the [specified investments]) topersonsengaged indealingin [specified investments] on the [UK RIE];1 |
An issuer, person discharging managerial responsibilities or connected person should consult with the FSA at the earliest possible stage if they:
- (1)
are in doubt about how the disclosure rules apply in a particular situation; or
- (2)
consider that it may be necessary for the FSA to dispense with or modify a disclosure rule.
Address for correspondence
Note: The FSA's address for correspondence in relation to the disclosure rules is:
Company Monitoring Team
Markets Division
The Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
Fax: 020 7066 8368
Articles 3 to 23 of the PD Regulation provide for the minimum information to be included in a prospectus:
Note: the Annexes (including schedules and building blocks) referred to in these articles are set out for information in PR App 3.
Article 3 Minimum information to be included in a prospectus |
A prospectus shall be drawn up by using one or a combination of the following schedules and building blocks set out in Articles 4 to 20, according to the combinations for various types of securities provided for in Article 21. |
A prospectus shall contain the information items required in Annexes I to XVII depending on the type of issuer and securities involved, provided for in the schedules and building blocks set out in Articles 4 to 20. Subject to Article 4a(1), a1 competent authority shall not request that a prospectus contains information items which are not included in Annexes I to XVII. 1 |
In order to ensure conformity with the obligation referred to in [section 87A(2) of the Act], the [FSA], when approving a prospectus in accordance with [section 87A of the Act], may require that the information provided by the issuer, the offeror or the person asking for admission to trading on a regulated market be completed, for each of the information items, on a case by case basis. |
Article 4 Share registration document schedule |
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1. |
For the share registration document information shall be given in accordance with the schedule set out in Annex I. |
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2. |
The schedule set out in paragraph 1 shall apply to the following: |
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(1) |
shares and other transferable securities equivalent to shares; |
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(2) |
other securities which comply with the following conditions: |
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(a) |
they can be converted or exchanged into shares or other transferable securities equivalent to shares, at the issuer’s or at the investor’s discretion, or on the basis of the conditions established at the moment of the issue, or give, in any other way, the possibility to acquire shares or other transferable securities equivalent to shares, and |
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(b) |
provided that these shares or other transferable securities equivalent to shares are or will be issued by the issuer of the security and are not yet traded on a regulated market or an equivalent market outside the Community at the time of the approval of the prospectus covering the securities, and that the underlying shares or other transferable securities equivalent to shares can be delivered with physical settlement. |
1Article 4a Share registration document schedule in cases of complex financial history or significant financial commitment |
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1. |
Where the issuer of a security covered by Article 4(2) has a complex financial history, or has made a significant financial commitment, and in consequence the inclusion in the registration document of certain items of financial information relating to an entity other than the issuer is necessary in order to satisfy the obligation laid down in Article 5(1) of Directive 2003/71/EC, those items of financial information shall be deemed to relate to the issuer. The competent authority of the home Member State shall in such cases request that the issuer, the offeror or the person asking for admission to trading include those items of information in the registration document. Those items of financial information may include pro forma information prepared in accordance with Annex II. In this context, where the issuer has made a significant financial commitment any such pro forma information shall illustrate the anticipated effects of the transaction that the issuer has agreed to undertake, and references in Annex II to “the transaction” shall be read accordingly. |
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2. |
The competent authority shall base any request pursuant to paragraph 1 on the requirements set out in item 20.1 of Annex I as regards the content of financial information and the applicable accounting and auditing principles, subject to any modification which is appropriate in view of any of the following factors: |
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(a) |
the nature of the securities; |
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(b) |
the nature and range of information already included in the prospectus, and the existence of financial information relating to an entity other than the issuer in a form that might be included in a prospectus without modification; |
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(c) |
the facts of the case, including the economic substance of the transactions by which the issuer has acquired or disposed of its business undertaking or any part of it, and the specific nature of that undertaking; |
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(d) |
the ability of the issuer to obtain financial information relating to another entity with reasonable effort. |
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Where, in the individual case, the obligation laid down in Article 5(1) of Directive 2003/71/EC may be satisfied in more than one way, preference shall be given to the way that is the least costly or onerous. |
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(3) |
Paragraph 1 is without prejudice to the responsibility under national law of any other person, including the persons referred to in Article 6(1) of Directive 2003/71/EC, for the information contained in the prospectus. In particular, those persons shall be responsible for the inclusion in the registration document of any items of information requested by the competent authority pursuant to paragraph 1. |
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(4) |
For the purposes of paragraph 1, an issuer shall be treated as having a complex financial history if all of the following conditions apply: |
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(a) |
its entire business undertaking at the time that the prospectus is drawn up is not accurately represented in the historical financial information which it is required to provide under item 20.1 of Annex I; |
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(b) |
that inaccuracy will affect the ability of an investor to make an informed assessment as mentioned in Article 5(1) of Directive 2003/71/EC; and |
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(c) |
information relating to its business undertaking that is necessary for an investor to make such an assessment is included in financial information relating to another entity. |
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(5) |
For the purposes of paragraph 1, an issuer shall be treated as having made a significant financial commitment if it has entered into a binding agreement to undertake a transaction which, on completion, is likely to give rise to a significant gross change. In this context, the fact that an agreement makes completion of the transaction subject to conditions, including approval by a regulatory authority, shall not prevent that agreement from being treated as binding if it is reasonably certain that those conditions will be fulfilled. In particular, an agreement shall be treated as binding where it makes the completion of the transaction conditional on the outcome of the offer of the securities that are the subject matter of the prospectus or, in the case of a proposed takeover, if the offer of securities that are the subject matter of the prospectus has the objective of funding that takeover. |
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(6) |
For the purposes of paragraph 5 of this Article, and of item 20.2 of Annex I, a significant gross change means a variation of more than 25%, relative to one or more indicators of the size of the issuer's business, in the situation of an issuer. |
Recital 9 |
Pro forma financial information is needed in case of significant gross change, i. e. a variation of more than 25% relative to one or more indicators of the size of the issuer's business, in the situation of an issuer due to a particular transaction, with the exception of those situations where merger accounting is required. |
Article 5 Pro-forma financial information building block |
For pro-forma financial information, information shall be given in accordance with the building block set out in Annex II. |
Pro forma financial information should be preceded by an introductory explanatory paragraph that states in clear terms the purpose of including this information in the prospectus. |
Article 6 Share securities note schedule |
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1. |
For the share securities note information is necessary to be given in accordance with the schedule set out in Annex III. |
2. |
The schedule shall apply to shares and other transferable securities equivalent to shares |
Article 7 Debt and derivative securities registration document schedule for securities with a denomination per unit of less than EUR 50 000 |
For the debt and derivative securities registration document concerning securities which are not covered in Article 4 with a denomination per unit of less than EUR 50 000or, where there is no individual denomination, securities that can only be acquired on issue for less than EUR 50 000per security, information shall be given in accordance with the schedule set out in Annex IV. |
Article 8 Securities note schedule for debt securities with a denomination per unit of less than EUR 50 000 |
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1. |
For the securities note for debt securities with a denomination per unit of less than EUR 50 000information shall be given in accordance with the schedule set out in Annex V. |
2. |
The schedule shall apply to debt where the issuer has an obligation arising on issue to pay the investor 100% of the nominal value in addition to which there may be also an interest payment. |
Article 9 Guarantees building block |
For guarantees information shall be given in accordance with the building block set out in Annex VI. |
Article 10 Asset backed securities registration document schedule |
For the asset backed securities registration document information shall be given in accordance with the schedule set out in Annex VII. |
Article 11 Asset backed securities building block |
For the additional information building block to the securities note for asset backed securities information shall be given in accordance with the building block set out in Annex VIII. |
Article 12 Debt and derivative securities registration document schedule for securities with a denomination per unit of at least EUR 50 000 |
For the debt and derivative securities registration document concerning securities which are not covered in Article 4 with a denomination per unit of at least EUR 50 000or, where there is no individual denomination, securities that can only be acquired on issue for at least EUR 50 000per security, information shall be given in accordance with the schedule set out in Annex IX. |
Article 13 Depository receipts schedule |
For depository receipts issued over shares information shall be given in accordance with the schedule set out in Annex X. |
Article 14 Banks registration document schedule |
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1. |
For the banks registration document for debt and derivative securities and those securities which are not covered by article 4 information shall be given in accordance with the schedule set out in Annex XI. |
2. |
The schedule set out in paragraph 1 shall apply to credit institutions as defined in point (a) of Article 1(1) of Directive 2000/12/EC as well as to third country credit institutions which do not fall under that definition but have their registered office in a state which is a member of the OECD. |
These entities may also use alternatively the registration document schedules provided for under in Articles 7 and 12. |
Article 15 Securities note schedule for derivative securities |
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1. |
For the securities note for derivative securities information shall be given in accordance with the schedule set out in Annex XII. |
2. |
The schedule shall apply to securities which are not in the scope of application of the other securities note schedules referred to in Articles 6, 8 and 16, including certain securities where the payment and/or delivery obligations are linked to an underlying. |
Article 16 Securities note schedule for debt securities with a denomination per unit of at least EUR 50,000 |
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1. |
For the securities note for debt securities with a denomination per unit of at least EUR 50 000information shall be given in accordance with the schedule set out in Annex XIII. |
2. |
The schedule shall apply to debt where the issuer has an obligation arising on issue to pay the investor 100% of the nominal value in addition to which there may be also an interest payment. |
Article 17 Additional information building block on the underlying share |
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1. |
For the additional information on the underlying share, the description of the underlying share shall be given in accordance with the building block set out in Annex XIV. |
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In addition, if the issuer of the underlying share is an entity belonging to the same group, the information required by the schedule referred to in Article 4 shall be given in respect of that issuer. |
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2. |
The additional information referred to in the first subparagraph of paragraph 1 shall only apply to those securities which comply with both of the following conditions: |
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(1) |
they can be converted or exchanged into shares or other transferable securities equivalent to shares, at the issuer’s or at the investor’s discretion, or on the basis of the conditions established at the moment of the issue or give, in any other way, the possibility to acquire shares or other transferable securities equivalent to shares; and |
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(2) |
provided that these shares or other transferable securities equivalent to shares are or will be issued by the issuer of the security or by an entity belonging to the group of that issuer and are not yet traded on a regulated market or an equivalent market outside the Community at the time of the approval of the prospectus covering the securities, and that the underlying shares or other transferable securities equivalent to shares can be delivered with physical settlement. |
Article 18 Registration document schedule for collective investment undertakings of the closed-end type |
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1. |
In addition to the information required pursuant to items 1, 2, 3, 4, 5.1, 7, 9.1, 9.2.1, 9.2.3, 10.4, 13, 14, 15, 16, 17.2, 18, 19, 20, 21, 22, 23, 24, 25 of Annex I, for the registration document for securities issued by collective investment undertakings of the closed-end type information shall be given in accordance with the schedule set out in Annex XV. |
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2. |
The schedule shall apply to collective investment undertakings of the closed-end type holding a portfolio of assets on behalf of investors that: |
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(1) |
are recognised by national law in the Member State in which it is incorporated as a collective investment undertaking of the closed end type; or |
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(2) |
do not take or seek to take legal or management control of any of the issuers of its underlying investments. In such a case, legal control and/or participation in the administrative, management or supervisory bodies of the underlying issuer(s) may be taken where such action is incidental to the primary investment objective, necessary for the protection of shareholders and only in circumstances where the collective investment undertaking will not exercise significant management control over the operations of that underlying issuer(s). |
Article 19 Registration document schedule for Member States, third countries and their regional and local authorities |
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1. |
For the registration document for securities issued by Member States, third countries and their regional and local authorities information shall be given in accordance with the schedule set out in Annex XVI. |
2. |
The schedule shall apply to all types of securities issued by Member States, third countries and their regional and local authorities. |
Article 20 Registration document schedule for public international bodies and for issuers of debt securities guaranteed by a member state of the OECD |
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1. |
For the registration document for securities issued by public international bodies and for securities unconditionally and irrevocably guaranteed, on the basis of national legislation, by a state which is a member of the OECD information shall be given in accordance with the schedule set out in Annex XVII. |
2. |
The schedule shall apply to: |
- all types of securities issued by public international bodies; - to debt securities unconditionally and irrevocably guaranteed, on the basis of national legislation, by a state which is a member of the OECD. |
Article 21 Combination of schedules and building blocks |
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1. |
The use of the combinations provided for in the table set out in Annex XVIII shall be mandatory when drawing up prospectuses for the types of securities to which those combinations correspond according to this table. However, for securities not covered by those combinations further combinations may be used. |
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2. |
The most comprehensive and stringent registration document schedule, i.e. the most demanding schedule in term of number of information items and the extent of the information included in them, may always be used to issue securities for which a less comprehensive and stringent registration document schedule is provided for, according to the following ranking of schedules: |
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(1) |
share registration document schedule; |
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(2) |
debt and derivative securities registration document schedule for securities with a denomination per unit of less than EUR 50 000; |
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(3) |
debt and derivative securities registration document schedule for securities with a denomination per unit at least EUR 50 000. |
Article 22 Minimum information to be included in a base prospectus and its related final terms |
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1. |
A base prospectus shall be drawn up by using one or a combination of schedules and building blocks provided for in Articles 4 to 20 according to the combinations for various types of securities set out in Annex XVIII. |
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A base prospectus shall contain the information items required in Annexes I to XVII depending on the type of issuer and securities involved, provided for in the schedules and building blocks set out in Articles 4 to 20. A competent authority shall not request that a base prospectus contains information items which are not included in Annexes I to XVII. |
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In order to ensure conformity with the obligation referred to in [section 87A(2) of the Act], the [FSA], when approving a base prospectus in accordance with [section 87A of the Act], may require that the information provided by the issuer, the offeror or the person asking for admission to trading on a regulated market be completed, for each of the information items, on a case by case basis. |
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2. |
The issuer, the offeror or the person asking for admission to trading on a regulated market may omit information items which are not known when the base prospectus is approved and which can only be determined at the time of the individual issue. |
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3. |
The use of the combinations provided for in the table in Annex XVIII shall be mandatory when drawing up base prospectuses for the types of securities to which those combinations correspond according to this table. However, for securities not covered by those combinations further combinations may be used. |
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4. |
The final terms attached to a base prospectus shall only contain the information items from the various securities note schedules according to which the base prospectus is drawn up. |
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5. |
In addition to the information items set out in the schedules and building blocks referred to in Articles 4 to 20 the following information shall be included in a base prospectus: |
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(1) |
indication on the information that will be included in the final terms; |
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(2) |
the method of publication of the final terms; if the issuer is not in a position to determine, at the time of the approval of the prospectus, the method of publication of the final terms, an indication of how the public will be informed about which method will be used for the publication of the final terms; |
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(3) |
in the case of issues of non equity securities according to [PR 2.2.7R (1)], a general description of the programme. |
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6. |
Only the following categories of securities may be contained in a base prospectus and its related final terms covering issues of various types of securities: |
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(1) |
asset backed securities; |
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(2) |
warrants falling under Article 17; |
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(3) |
non-equity securities provided for under [PR 2.2.7R (2)]; |
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(4) |
all other non-equity securities including warrants with the exception of those mentioned in point (2). |
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In drawing up a base prospectus the issuer, the offeror or the person asking for admission to trading on a regulated market shall clearly segregate the specific information on each of the different securities included in these categories. |
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7. |
Where an event envisaged under [section 87G(1) of the Act (Supplementary prospectus)] occurs between the time that the base prospectus has been approved and the final closing of the offer of each issue of securities under the base prospectus or, as the case may be, the time that trading on a regulated market of those securities begins, the issuer, the offeror or the person asking for admission to trading on a regulated market shall publish a supplement prior to the final closing of the offer or the admission of those securities to trading. |
Article 23 Adaptations to the minimum information given in prospectuses and base prospectuses |
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1. |
Notwithstanding Articles 3 second paragraph and 22(1) second subparagraph, where the issuer’s activities fall under one of the categories included in Annex XIX, the [FSA], taking into consideration the specific nature of the activities involved, may ask for adapted information, in addition to the information items included in the schedules and building blocks set out in 4 to 20, including, where appropriate, a valuation or other expert’s report on the assets of the issuer, in order to comply with the obligation referred to in [sections 87A(2),(3) and (4) of the Act]. The [FSA] shall forthwith inform the Commission thereof. |
In order to obtain the inclusion of a new category in Annex XIX a Member State shall notify its request to the Commission. The Commission shall update this list following the Committee procedure provided for in Article 24 of [the prospectus directive]. |
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2. |
By way of derogation of Articles 3 to 22, where an issuer, an offeror or a person asking for admission to trading on a regulated market applies for approval of a prospectus or a base prospectus for a security which is not the same but comparable to the various types of securities mentioned in the table of combinations set out in Annex XVIII, the issuer, the offeror or the person asking for admission to trading on a regulated market shall add the relevant information items from another securities note schedule provided for in Articles 4 to 20 to the main securities note schedule chosen. This addition shall be done in accordance with the main characteristics of the securities being offered to the public or admitted to trading on a regulated market. |
3. |
By way of derogation of Articles 3 to 22, where an issuer, an offeror or a person asking for admission to trading on a regulated market applies for approval of a prospectus or a base prospectus for a new type of security, the issuer, the offeror or the person asking for admission to trading on a regulated market shall notify a draft prospectus or base prospectus to the [FSA]. |
The [FSA] shall decide, in consultation with the issuer, the offeror or the person asking for admission to trading on a regulated market, what information shall be included in the prospectus or base prospectus in order to comply with the obligation referred to in [sections 87A(2),(3) and (4) of the Act]. The [FSA] shall forthwith inform the Commission thereof. |
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The derogation referred to in the first subparagraph shall only apply in case of a new type of security which has features completely different from the various types of securities mentioned in Annex XVIII, if the characteristics of this new security are such that a combination of the different information items referred to in the schedules and building blocks provided for in Articles 4 to 20 is not pertinent. |
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4. |
By way of derogation of Articles 3 to 22, in the cases where one of the information items required in one of the schedules or building blocks referred to in 4 to 20 or equivalent information is not pertinent to the issuer, to the offer or to the securities to which the prospectus relates, that information may be omitted. |
1Note: The following definitions relevant to the prospectus rules are extracted from the Glossary.
Act |
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admission to trading |
admission to trading on a regulated market. |
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advertisement |
(as defined in the PD Regulation) announcements: |
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(1) |
relating to a specific offer to the public of securities or to an admission to trading on a regulated market; and |
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(2) |
aiming to specifically promote the potential subscription or acquisition of securities. |
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annual information update |
the document referred to in PR 5.2.1 R. |
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applicant |
an applicant for approval of a prospectus or supplementary prospectus relating to transferable securities. |
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asset backed security |
(as defined in the PD Regulation) securities which: |
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(1) |
represent an interest in assets, including any rights intended to assure servicing, or the receipt or timeliness of receipts by holders of assets of amounts payable thereunder; or |
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(2) |
are secured by assets and the terms of which provide for payments which relate to payments or reasonable projections of payments calculated by reference to identified or identifiable assets. |
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base prospectus |
a base prospectus referred to in PR 2.2.7 R. |
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body corporate |
(in accordance with section 417(1) of the Act (Definitions) any body corporate, including a body corporate constituted under the law of a country or territory outside the United Kingdom; |
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building block |
(as defined in the PD Regulation) a list of additional information requirements, not included in one of the schedules, to be added to one or more schedules, as the case may be, depending on the type of instrument and/or transaction for which a prospectus or base prospectus is drawn up. |
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CARD |
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CESR recommendations |
the recommendations for the consistent implementation of the European Commission's Regulation on Prospectuses no 809/2004 published by the Committee of European Securities Regulators. |
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collective investment undertaking other than the closed-end type |
(in PR) (as defined in Article 2.1(o) of the prospectus directive) unit trusts and investment companies: |
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(1) |
the object of which is the collective investment of capital provided by the public, and which operate on the principle of risk-spreading; |
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(2) |
the units of which are, at the holder's request, repurchased or redeemed, directly or indirectly, out of the assets of these undertakings. |
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Consolidated Admissions and Reporting Directive |
Directive 2001/34/EC of the European Parliament and of the Council on the admission of securities to official stock exchange listing and on information to be published on those securities. |
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credit institution |
as defined in article 1(1) of the Banking Consolidation Directive. |
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director |
(in accordance with section 417(1)(a) of the Act) a person occupying in relation to it the position of a director (by whatever name called) and, in relation to an issuer which is not a body corporate, a person with corresponding powers and duties. |
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EEA State |
(in accordance with paragraph 8 of Schedule 3 to the Act (EEA Passport Rights)) a State which is a contracting party to the agreement on the European Economic Area signed at Oporto on 2 May 1992, as it has effect for the time being; as at 1 May 2004, the following are the EEA States: Austria, Belgium, Cyprus, the Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, the Netherlands, Norway, Poland, Portugal, the Slovak Republic, Slovenia, Spain, Sweden and the United Kingdom. |
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equity security |
(as defined in Article 2.1(b) of the prospectus directive) shares and other transferable securities equivalent to shares in companies, as well as any other type of transferable securities giving the right to acquire any of the aforementioned securities as a consequence of their being converted or the rights conferred by them being exercised, provided that securities of the latter type are issued by the issuer of the underlying shares or by an entity belonging to the group of the said issuer. |
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equity share |
shares comprised in a company'sequity share capital. |
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equity share capital |
(for a company), its issued share capital excluding any part of that capital which, neither as respects dividends nor as respects capital, carries any right to participate beyond a specified amount in a distribution. |
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executive procedures |
the procedures relating to the giving of warning notices, decision notices and supervisory notices that the FSA proposes to follow in the circumstances specified in DEC 4.1.6 G (Decisions to be taken by executive procedures), and that are described in DEC 4.3 (Executive procedures for statutory notice decisions and statutory notice associated decisions). |
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FSA |
the Financial Services Authority. |
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guarantee |
(as defined in the PD Regulation) any arrangement intended to ensure that any obligation material to the issue will be duly serviced, whether in the form of guarantee, surety, keep well agreement, mono-line insurance policy or other equivalent commitment. |
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guarantor |
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Home State or Home Member State |
(as defined in section 102C of the Act) in relation to an issuer of transferable securities, the EEA State which is the "home Member State" for the purposes of the prospectus directive (which is to be determined in accordance with Article 2.1(m) of that directive). |
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Host State or Host Member State |
(as defined in Article 2.1(n) of the prospectus directive) the EEA State where an offer to the public is made or admission to trading is sought, when different from the home State. |
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Investment Services Directive |
the Council Directive of 10 May 1993 on investment services in the securities field (No 93/22/EEC). |
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ISD |
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issuer |
(as defined in section 102A of the Act) a legal person who issues or proposes to issue the transferable securities in question. |
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non-equity transferable securities |
(as defined in section 102A of the Act) all transferable securities that are not equity securities. |
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Note: In the prospectus directive and the PD Regulation, the Commission uses the term "non-equity securities" rather than "non-equity transferable securities". |
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offer |
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offer of transferable securities to the public |
(as defined in section 102B of the Act), in summary: |
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(a) |
a communication to any person which presents sufficient information on:
to enable an investor to decide to buy or subscribe for the securities in question; |
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(b) |
which is made in any form or by any means; |
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(c) |
including the placing of securities through a financial intermediary; |
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(d) |
but not including a communication in connection with trading on:
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Note: This is only a summary, to see the full text of the definition, readers should consult section 102B of the Act. |
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offering programme |
(as defined in Article 2.1(k) of the prospectus directive) a plan which would permit the issuance of non-equity securities, including warrants in any form, having a similar type and/or class, in a continuous or repeated manner during a specified issuing period. |
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offeror |
a person who makes an offer of transferable securities to the public. |
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overseas company |
a company incorporated outside the United Kingdom. |
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Part 6 rules |
(in accordance with section 73A(1) of the Act), rules made for the purposes of Part 6 of the Act. |
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PD |
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PD Regulation |
Regulation number 809/2004 of the European Commission. |
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person |
(in accordance with the Interpretation Act 1978) any person, including a body of persons corporate or unincorporated that is, a natural person, a legal person and, for example, a partnership). |
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PR |
the Prospectus Rules sourcebook. |
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profit estimate |
(as defined in the PD Regulation) a profit forecast for a financial period which has expired and for which results have not yet been published. |
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profit forecast |
(as defined in the PD Regulation) a form of words which expressly states or by implication indicates a figure or a minimum or maximum figure for the likely level of profits or losses for the current financial period and/or financial periods subsequent to that period, or contains data from which a calculation of such a figure for future profits or losses may be made, even if no particular figure is mentioned and the word "profit" is not used. |
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property collective investment undertaking |
(as defined in the PD Regulation) a collective investment undertaking whose investment objective is the participation in the holding of property in the long term. |
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prospectus |
a prospectus required under the prospectus directive. |
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prospectus directive |
the Directive of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading (No 2003/71/EC). |
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Prospectus Rules |
(as defined in section 73A(4) of the Act) rules expressed to relate to transferable securities. |
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Public international body |
(as defined in the PD Regulation) a legal entity of public nature established by an international treaty between sovereign States and of which one or more Member States are members. |
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qualified investor |
(as defined in section 86(7) of the Act) : |
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(a) |
any entity falling within the meaning of Article 2(1)(e)(i), (ii) or (iii) of the prospectus directive; |
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(b) |
An investor registered on the register maintained by the competent authority under section 87R; |
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(c) |
An investor authorised by an EEA State other than the United Kingdom to be considered as a qualified investor for the purposes of the prospectus directive. |
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register |
register of qualified investors maintained by the FSA under section 87R of the Act. |
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registration document |
a registration document referred to in PR 2.2.2 R. |
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regulated information |
(as defined in the PD Regulation) all information which the issuer, or any person who has applied for the admission of securities to trading on a regulated market without the issuer’s consent, is required to disclose under Directive 2001/34/EC or under Article 6 of Directive 2003/6/EC. |
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regulated market |
(a) |
(as defined in article 1 of the ISD) a market for the instruments listed in Section B of the Annex to the ISD which:
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(b) |
a market notified under article 16 of the ISD, as included in point 30b of Annex IX to the Agreement of the European Economic Area, to the Standing Committee of the EFTA States as defined in that agreement. |
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RIS |
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risk factors |
(as defined in the PD Regulation) a list of risks which are specific to the situation of the issuer and/or the securities and which are material for taking investment decisions. |
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rule |
(in accordance with section 417(1) of the Act (Definitions)) a rule made by the FSA under the Act. |
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schedule |
(as defined in the PD Regulation) a list of minimum information requirements adapted to the particular nature of the different types of issuers and/or the different securities involved. |
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securities issued in a continuous and repeated manner |
(as defined in Article 2.1(l) of the prospectus directive) issues on tap or at least two separate issues of securities of a similar type and/or class over a period of 12 months. |
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securities note |
a securities note referred to in PR 2.2.2 R. |
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small and medium-sized enterprise |
(as defined in Article 2.1(f) of the prospectus directive) companies, which, according to their last annual or consolidated accounts, meet at least two of the following three criteria: an average number of employees during the financial year of less than 250, a total balance sheet not exceeding €43,000,000 and an annual net turnover not exceeding €50,000,000. |
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special purpose vehicle |
(as defined in the PD Regulation) an issuer whose objects and purposes are primarily the issue of securities. |
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statutory notice associated decision |
a decision which is made by the FSA and which is associated with a decision to give a statutory notice, including a decision: |
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statutory notice decision |
a decision by the FSA on whether or not to give a statutory notice. |
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(a) |
to determine or extend the period for making representations; |
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(b) |
to determine whether a copy of the statutory notice needs to be given to any third party and the period for him to make representations; |
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(c) |
to refuse access to FSA material; |
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(d) |
as to the information which it is appropriate to publish about the matter to which a final notice or an effective supervisory notice relates. |
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summary |
(in relation to a prospectus) the summary included in the prospectus. |
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supplementary prospectus |
a supplementary prospectus containing details of a new factor, mistake or inaccuracy. |
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transferable security |
(as defined in section 102A of the Act) anything which is a transferable security for the purposes of the investment services directive, other than money-market instruments for the purposes of that directive which have a maturity of less than 12 months. |
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Note: In the prospectus directive and PD regulation, the Commission uses the term "security" rather than "transferable security". |
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umbrella collective investment scheme |
(as defined in the PD Regulation) a collective investment undertaking invested in one or more collective investment undertakings, the asset of which is composed of separate class(es) or designation(s) of securities. |
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United Kingdom |
England and Wales, Scotland and Northern Ireland (but not the Channel Islands or the Isle of Man). |
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units of a collective investment scheme |
(as defined in Article 2.1(p) of the prospectus directive) securities issued by a collective investment undertaking as representing the rights of the participants in such an undertaking over its assets. |
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working day |
(as defined in section 103 of the Act) any day other than a Saturday, a Sunday, Christmas Day, Good Friday or a day which is a bank holiday under the Banking and Financial Dealings Act 1971 in any part of the United Kingdom. |
Sections 87H and 87I of the Act provide:
Prospectus approved in another EEA State |
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87H |
(1) |
A prospectus approved by the competent authority of an EEA State other than the United Kingdom is not an approved prospectus for the purposes of section 85 unless that authority has provided the competent authority with – |
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(a) |
a certificate of approval; |
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(b) |
a copy of the prospectus as approved; and |
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(c) |
if requested by the [FSA], a translation of the summary of the prospectus. |
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(2) |
A document is not a certificate of approval unless it states that the prospectus – |
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(a) |
has been drawn up in accordance with the prospectus directive; and |
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(b) |
has been approved, in accordance with that directive, by the competent authority providing the certificate. |
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(3) |
A document is not a certificate of approval unless it states whether (and, if so, why) the competent authority providing it authorised, in accordance with the prospectus directive, the omission from the prospectus of information which would otherwise have been required to be included. |
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(4) |
“Prospectus” includes a supplementary prospectus. |
Provision of information to host Member State |
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87I |
(1) |
The [FSA] must, if requested to do so, supply the competent authority of a specified EEA State with – |
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(a) |
a certificate of approval; |
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(b) |
a copy of the specified prospectus (as approved by the [FSA]); and |
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(c) |
a translation of the summary of the specified prospectus (if the request states that one has been requested by the other competent authority). |
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(2) |
Only the following may make a request under this section – |
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(a) |
the issuer of the transferable securities to which the specified prospectus relates; |
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(b) |
a person who wishes to offer the transferable securities to which the specified prospectus relates to the public in an EEA State other than (or as well as) the United Kingdom; |
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(c) |
a person requesting the admission of the transferable securities to which the specified prospectus relates to a regulated market situated or operating in an EEA State other than (or as well as) the United Kingdom. |
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(3) |
A certificate of approval must state that the prospectus – |
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(a) |
has been drawn up in accordance with this Part and the prospectus directive; and |
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(b) |
has been approved, in accordance with those provisions, by the [FSA]. |
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(4) |
A certificate of approval must state whether (and, if so, why) the [FSA] authorised, in accordance with section 87B, the omission from the prospectus of information which would otherwise have been required to be included. |
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(5) |
The [FSA] must comply with a request under this section – |
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(a) |
if the prospectus has been approved before the request is made, within 3 working days beginning with the date of the request; or |
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(b) |
if the request is submitted with an application for the approval of the prospectus, on the first working day after the date on which it approves the prospectus. |
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(6) |
“Prospectus” includes a supplementary prospectus. |
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(7) |
“Specified” means specified in a request made for the purposes of this section. |