Related provisions for LR 3.4.3
1 - 20 of 113 items.
(1) An issuer of shares must ensure equal treatment for all holders of shares who are in the same position. [Note: article 17(1) of the TD](2) An issuer of debt securities must ensure that all holders of debt securities ranking pari passu are given equal treatment in respect of all the rights attaching to those debt securities. [Note: article 18(1) of the TD]
(1) Shareholders and debt securities holders must not be prevented from exercising their rights by proxy, subject to the law of the country in which the issuer is incorporated. [Note: articles 17(2) and 18(2) of the TD](2) An issuer of shares or debt securities must make available a proxy form, on paper or, where applicable, by electronic means to each person entitled to vote at a meeting of shareholders or a meeting of debt securities holders. [Note: articles 17(2)(b) and 18(2)(b)
To use electronic means to convey information to holders, an issuer must comply with the following:(1) a decision to use electronic means to convey information to shareholders or debt securities holders must be taken in a general meeting;(2) the use of electronic means must not depend upon the location of the seat or residence of:(a) the shareholder; or(b) persons referred to in rows (a) to (h) of the table set out in DTR 5.2.1 R; or(c) the debt security holder; or(d) a proxy
An issuer of securities other than shares admitted to trading on a regulated market must disclose to the public without delay any changes in the rights of holders of securities other than shares, including changes in the terms and conditions of such securities which could indirectly affect those rights, resulting in particular from a change in loan terms or in interest rates.[Note article 16(2) of the TD]
An issuer of debt securities must publish notices or distribute circulars concerning:(1) the place, time and agenda of meetings of debt securities holders; (2) the payment of interest;(3) the exercise of any conversion, exchange, subscription or cancellation rights and repayment; and(4) the rights of holders to exercise their rights in relation to paragraphs (1) – (3).[Note: article 18(2)(a) of the TD]
If only holders of debt securities whose denomination per unit amounts to at least 50,000 Euros(or an equivalent amount) are to be invited to a meeting, the issuer may choose as a venue any EEA State, provided that all the facilities and information necessary to enable such holders to exercise their rights are made available in that EEA State. [Note: article 18(3) of the TD]
The FSA maintains a published list of non-EEA State which, for the purpose of article 23.1 of the TD, are judged to have laws which lay down requirements equivalent to those imposed upon issuers by this chapter. Such issuers remain subject to the following requirements of DTR 6:(1) the filing of information with the FSA;(2) the language provisions; and(3) the dissemination of information provisions.
To be listed, an applicant must comply with: (1) LR 2 (Requirements for listing); (2) only the following provisions of LR 6 (Additional requirements for listing for equity securities);(a) LR 6.1.3 R (1)(d) and (e), if the applicant is a new applicant for the admission of sharesor securities convertible into its own shares and it has published or filed audited accounts;(b) LR 6.1.3 R (2);(c) LR 6.1.16 R toLR 6.1.24 G; and(3) LR 15.2.2 R to LR 15.2.13 G.
(1) No more than 10%, in aggregate, of the value of the total assets of a closed-ended investment fund at admission may be invested in other listed closed-ended investment funds.(2) The restriction in (1) does not apply to investments in closed-ended investment funds which themselves have published investment policies to invest no more than 15% of their total assets in other listed closed-ended investment funds.
If an applicant principally invests its funds in another company or fund ("A") and A invests in a portfolio of investments, the applicant must control the investment policy of A and ensure that A complies with the requirements relating to the spread of investment risk set out in this chapter (see LR 15.2.2 R to LR 15.2.5 R).
(1) If an issuer is required to prepare consolidated accounts according to the Seventh Council Directive 83/349/EEC, the audited financial statements must comprise:(a) consolidated accounts prepared in accordance with IFRS, and(b) accounts of the parent company prepared in accordance with the national law of the EEA State in which the parent company is incorporated. [Note: article 4(3) of the TD](2) If an issuer is not required to prepare consolidated accounts, the audited financial
(1) If an issuer is required to prepare consolidated accounts, the financial statements must be audited in accordance with Article 37 of the Seventh Council Directive 83/349/EEC.(2) If an issuer is not required to prepare consolidated accounts the financial statements must be audited in accordance with Articles 51 and 51a of the Fourth Council Directive 78/660/EEC.(3) The audit report, signed by the person or persons responsible for auditing the financial statements must be disclosed
The review required by DTR 4.1.8 R must:(1) be a balanced and comprehensive analysis of:(a) the development and performance of the issuer's business during the financial year; and(b) the position of the issuer's business at the end of that year,consistent with the size and complexity of the business;(2) include, to the extent necessary for an understanding of the development, performance or position of the issuer's business:(a) analysis using financial key performance indicators;
The management report required by DTR 4.1.8 R must also give an indication of:(1) any important events that have occurred since the end of the financial year;(2) the issuer's likely future development;(3) activities in the field of research and development;(4) the information concerning acquisitions of own shares prescribed by Article 22 (2) of Directive 77/91/EEC;(5) the existence of branches of the issuer; and(6) in relation to the issuer's use of financial instruments and where
(1) Responsibility statements must be made by the persons responsible within the issuer.(2) The name and function of any person who makes a responsibility statement must be clearly indicated in the responsibility statement.(3) For each person making a responsibility statement, the statement must set out that to the best of his or her knowledge:(a) the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the
LR 3.4.4 R to LR 3.4.6 R1 apply to an applicant that is seeking admission of any of the following types of securities:1(1) debt securities;(2) asset-backed securities;(3) certificates representing certain securities; and(4) [deleted]11(5) convertible securities other than those referred to in LR 3.3.1R (3).1
An applicant must submit, in final form, to the FSA by midday two business days before the FSA is to consider the application:1(1) a completed Application for Admission of Securities to the Official List;(2) either:(a) the prospectus, or listing particulars that has been approved by the FSA; or(b) a copy of the prospectus, a certificate of approval and (if applicable) a translation of the summary of the prospectus, if another EEA State is the home Member State for the securities;1(3)
11If confirmation of the number of securities to be issued pursuant to a board resolution cannot be submitted to the FSA by the deadline set out in LR 3.4.4 R or, the number of securities to be admitted is lower than the number notified under LR 3.4.4 R, written confirmation of the number of securities to be issued or admitted must be provided to the FSA by the applicant at least one hour before the admission to listing is to become effective.
An applicant must comply with LR 3.4.4 R to LR 3.4.6 R with the following modifications:1(1) [deleted]11(2) if the FSA approves the application it will admit to listing all debt securities which may be issued under the programme within 12 months after the publication of the base prospectus or listing particulars subject to the FSA:(a) being advised of the final terms of each issue for which a listing is sought; and1(b) receiving and approving for publication any supplementary
(1) The final terms must be submitted in writing to the FSA as soon as possible after they have been agreed and no later than 2 p.m. on the day before listing is to become effective.(2) The final terms may be submitted by:(a) the applicant; or(b) a duly authorised officer of the applicant.11(3) [deleted]11Note: For further details on final terms, see PR 2.2.9 R.1
A public sector issuer that seeks admission of debt securities referred to in paragraphs 2 and 4 of Schedule 11A of the Act must submit to the FSA in final form a completed Application for Admission of Securities to the Official List.Note: The Application for Admission of Securities to the Official List form can be found on the UKLA section of the FSA's website.1
LR 8.4.2 R to LR 8.4.6 R apply in relation to an application for admission of equity securities if an applicant does not have equity securities already listed and:(1) the production of a prospectus is required; or(2) the application is accompanied by a certificate of approval from another competent authority; or(3) the application is accompanied by a summary document as required byPR 1.2.3R (8).
A sponsor must not submit to the FSA an application on behalf of an applicant, in accordance with LR 3, unless it has come to a reasonable opinion, after having made due and careful enquiry, that:(1) the applicant has satisfied all requirements of the listing rules relevant to an application for admission to listing;(2) the applicant has satisfied all applicable requirements set out in the prospectus rules unless the home Member State of the applicant is not, or will not be, the
A sponsor must:(1) submit a completed Sponsor's Declaration on an Application for Listing to the FSA either:(a) on the day the FSA is to consider the application for approval of the prospectus and prior to the time the prospectus is approved; or(b) at a time agreed with the FSA, if the FSA is not approving the prospectus;(2) submit a completed a Shareholder Statement or a Pricing Statement, as applicable, to the FSA by 9 a.m. on the day the FSA is to consider the application;(3)
A sponsor must not submit to the FSA an application on behalf of an applicant, in accordance with LR 3 (Listing applications), unless it has come to a reasonable opinion, after having made due and careful enquiry, that:(1) the applicant has satisfied all requirements of the listing rules relevant to an application for admission to listing;(2) the applicant has satisfied all applicable requirements set out in the prospectus rules unless the home Member State of the applicant is
LR 8.4.12 R to LR 8.4.13 R apply in relation to transactions involving a listed company of equity shares with a primary listing that:(1) is required to produce a class 1 circular; (2) is producing a circular that proposes a reconstruction or a re-financing which does not constitute a class 1 transaction; or(3) is producing a circular for the proposed purchase of own shares;(a) which does not constitute a class 1 circular; and(b) is required by LR 13.7.1R (2) to include a working
Examples of when the FSA may cancel the listing of securities include (but are not limited to) situations where it appears to the FSA that:(1) the securities are no longer admitted to trading as required by these rules; or(2) the issuer no longer satisfies its continuing obligations for listing, for example if the percentage of shares in public hands falls below 25% or such lower percentage as the FSA may permit (the FSA may however allow a reasonable time to restore the percentage,
Subject to LR 5.2.6 R1LR 5.2.7 R, LR 5.2.10 R and LR 5.2.12 R, 1an issuer that wishes the FSA to cancel the listing of any of its equity shares1with a primary listing must:111(1) send a circular to the holders of the securities. The circular must:(a) comply with the requirements of LR 13.3.1 R and LR 13.3.2 R (contents of all circulars);(b) be submitted to the FSA for approval prior to publication; and(c) include the anticipated date of cancellation (which must be not less than
LR 5.2.5 R (2) and LR 5.2.5A R1 will alsonot apply where an issuer of ordinary equity shares1 notifies a RIS;1(1) that the financial position of the issuer or its group is so precarious that, but for the proposal referred to in LR 5.2.7 R (2), there is no reasonable prospect that the issuer will avoid going into formal insolvency proceedings;(2) that there is a proposal for a transaction, arrangement or other form of reconstruction of the issuer or its group which is necessary
An issuer that wishes the FSA to cancel the listing of listed securities (other than ordinary equity shares1with a primary listing or ordinary equity shares to which LR 5.2.5A R apply1) must notify a RIS, giving at least 20 business days notice of the intended cancellation but is not required to obtain the approval of the holders of those securities contemplated in LR 5.2.5 R (2).1
Issuers with debt securities falling under LR 5.2.8 R must also notify, in accordance with the terms and conditions of the issue of those securities, holders of those securities or a representative of the holders, such as a trustee, of intended cancellation of those securities, but the prior approval of the holders of those securities in a general meeting need not be obtained.
In the circumstances of LR 5.2.10 R, the company must notify the security holders that the required 75% has been attainedand that the notice period has commenced and of the anticipated date of cancellation or the explanatory letter or other material accompanying the section 429notice must state that the notice period has commenced and the anticipated date of cancellation.
1LR 5.2.5 R, LR 5.2.5A R and LR 5.2.8 R do not apply to the cancellation of ordinary equity shares of an issuer as a result of:(1) a takeover or restructuring of the issuer effected by a scheme of arrangement under Part 26 of the Companies Act 2006; or (2) an administration or liquidation of the issuer pursuant to a court order under the Insolvency Act 1986.
(1) An issuer must forward to the FSA, for publication through the document viewing facility, two copies of any document required by LR 17.3 or LR 17.4 at the same time the document is issued.(2) An issuer must notify a RIS as soon as possible when a document has been forwarded to the FSA under paragraph (1) unless the full text of the document is provided to the RIS.(3) A notification made under paragraph (2) must set out where copies of the relevant document can be obtaine
(1) An issuer'ssecurities must be admitted to trading on a RIE's market for listed securities at all times.(2) An issuer must inform the FSA in writing without delay if it has:(a) requested a RIE to admit or re-admit any of its listed securities to trading; or(b) requested a RIE to cancel or suspend trading of any of its listed securities; or(c) been informed by a RIE that the trading of any of its listed securities will be cancelled or suspended.
(1) An issuer must publish its annual report and annual accounts as soon as possible after they have been approved.1(2) An issuer must approve and publish its annual report and accounts within six months of the end of the financial period to which they relate.(3) The annual report and accounts must:1(a) have been prepared in accordance with the issuer's national law and, in all material respects, with national accounting standards or IAS; and1(b) have been independently audited
(1) If an issuer prepares both own and consolidated annual accounts it may publish either form provided that the unpublished accounts do not contain any significant additional information.1(2) If the annual accounts do not give a true and fair view of the assets and liabilities, financial position and profits or losses of the issuer or group, additional information must be provided to the satisfaction of the FSA.1(3) An issuer incorporated or established in a non-EEA State which
An issuer that meets the following criteria is not required to comply with LR 17.3.4 R:(1) The issuer is an issuer of asset backed securities and would if it were a debt issuer to which DTR 4 applied be relieved of the obligations to draw up and publish annual, half yearly financial reports and interim management statementsin accordance with DTR 4.4.2 R provided the issuer is not otherwise required to comply with any other requirement for the publication of annual reports and
An issuer must ensure that any circular it issues to holders of its listed securities about proposed amendments to a trust deed includes:(1) an explanation of the effect of the proposed amendments; and(2) either the full terms of the proposed amendments, or a statement that they will be available for inspection:(a) from the date the circular is sent until the close of the relevant general meeting at a place in or near the City of London or such other place as the FSA may determine;
(1) An issuer must ensure that any circular it issues to holders of its listed securities relating to a resolution proposing to redeem listed securities before their due date for redemption includes:(a) an explanation of the reasons for the early redemption;(b) a statement of the market values for the securities on the first dealing day in each of the six months before the date of the circular and on the latest practicable date before sending the circular;(c) a statement of any
An issuer must ensure that any definitive document of title for a security (other than a bearer security) includes the following matters on its face (or on the reverse in the case of paragraph (5)):(1) the authority under which the issuer is constituted and the country of incorporation and registered number (if any);(2) the number or amount of securities the certificate represents and, if applicable, the number and denomination of units (in the top right-hand corner);(3) a footnote
(1) An issuer'slistedsecuritised derivatives must be admitted to trading on a RIE's market for listed securities at all times.(2) An issuer must inform the FSA in writing as soon as possible if it has:(a) requested a RIE to admit or re-admit any of its listedsecuritised derivatives to trading; or(b) requested a RIE to cancel or suspend trading of any of its listedsecuritised derivatives; or(c) been informed by a RIE that the trading of any of its listedsecuritised derivatives
(1) An issuer must ensure that appropriate settlement arrangements for its listedsecuritised derivatives are in place.(2) Listedsecuritised derivatives must be eligible for electronic settlement, which includes settlement by a relevant system, as that term is defined in the Uncertificated Securities Regulations 1995 (SI 1995/3272).
If transferable securities are admitted to trading in more than one EEA State including the United Kingdom and the United Kingdom is the Home State, regulated information must be disclosed:(1) in English; and(2) either in a language accepted by the competent authorities of each Host State or in a language customary in the sphere of international finance, at the choice of the issuer. [Note: article 20(2) of the TD]
(1) If transferable securities are admitted to trading in one or more EEA States excluding the United Kingdom and the United Kingdom is the Home State, regulated information must be disclosed either:(a) in a language accepted by the competent authorities of those Host States; or(b) in a language customary in the sphere of international finance,at the choice of the issuer.(2) Where the United Kingdom is the Home State, regulated information must be disclosed either in English or
If transferable securities whose denomination per unit amounts to at least 50,000 Euros (or an equivalent amount) are admitted to trading in the United Kingdom or in one or more EEA States, regulated information must be disclosed to the public in either a language accepted by the competent authorities of the Home State and Host States or in a language customary in the sphere of international finance, at the choice of the issuer or of the person who, without the issuer's consent,
This section applies to:(1) an issuer:(a) whose transferable securities are admitted to trading; and(b) whose Home State is the United Kingdom; [Note: article 21(1) of the TD](2) a person who has applied, without the issuer's consent, for the admission of its transferable securities to trading on a regulated market; and [Note: article 21(1) of the TD](3) transferable securities that are admitted to trading only in the United Kingdom which is the Host State and not in the Home
(1) When disseminating regulated information an issuer or other person must ensure that the minimum standards contained in DTR 6.3.4 R to DTR 6.3.8 R are met.(2) An issuer or person must entrust a RIS with the disclosure of regulated information to the public and must ensure that the RIS complies with the minimum standards contained in DTR 6.3.4 R to DTR 6.3.8 R.[Note: article 12(1) of the TD]
Regulated information must be communicated to the media in a manner which ensures the security of the communication, minimises the risk of data corruption and unauthorised access, and provides certainty as to the source of the regulated information. Security of receipt must be ensured by remedying as soon as possible any failure or disruption in the communication of regulated information. An issuer or person is not responsible for systemic errors or shortcomings at the media to
Regulated information must be communicated to a RIS in a way which:(1) makes clear that the information is regulated information;(2) identifies clearly: (a) the issuer concerned;(b) the subject matter of the regulated information; and(c) the time and date of the communication of the regulated information by the issuer or the person.[Note: article 12(5) of the TD implementing directive]
Upon request, an issuer or other person must be able to communicate to the FSA, in relation to any disclosure of regulated information:(1) the name of the person who communicated the regulated information to the RIS;(2) the security validation details;(3) the time and date on which the regulated information was communicated to the RIS;(4) the medium in which the regulated information was communicated; and(5) details of any embargo placed by the issuer on the regulated information,
11If the process of applying for admission of securities is likely to be very onerous due to the frequent or irregular nature of allotments and if no prospectus or listing particulars are required for the securities, an applicant may apply for a block listing of a specified number of the securities.
1An applicant applying for admission to listing by way of a block listing must submit in final form, at least two business days before the FSA is to consider the application, a completed Application for Admission of Securities to the Official List. An application in respect of multiple schemes must identify the schemes but need not set out separate block listing amounts for each scheme.1Note: The Application for Admission of Securities to the Official List form can be found on
(1) An applicant applying for admission to listing by way of a block listing must notify an RIS of the number and type of securities that are the subject of the block listing application and the circumstances of their issue.(2) The notification in paragraph (1) must be made by 9 a.m. on the day the FSA is to consider the application.
Every six months the applicant must notify a RIS of the details of the number of securities covered by the block listing which have been allotted in the previous six months, using the Block Listing Six Monthly Return.1Note: A copy of the Block Listing Six Monthly Return can be found on the UKLA section of the FSA website.
An issuer that wishes to synchronise block listing six monthly returns for a number of block listing facilities may do so by providing the return required by LR 3.5.6 R earlier than required to move the timing of returns onto a different six monthly cycle. An issuer with multiple block listing facilities should ensure that allotments under each facility are separately stated.
In respect of transferable securities which are admitted to trading on a regulated market, this section applies to: (1) an issuer whose Home State is the United Kingdom in accordance with article 2.1(i)(i) of the TD; and(2) an issuer who chooses the United Kingdom as its Home State in accordance with article 2.1(i)(ii) of the TD.
An issuer must, at the end of each calendar month during which an increase or decrease has occurred, disclose to the public:(1) the total number of voting rights and capital in respect of each class of share which it issues.[Note: article 15 of the TD]; and(2) the total number of voting rights attaching to shares of the issuer which are held by it in treasury.
(1) In determining the likely price
significance of the information an issuer should
assess whether the information in question would be likely to be used by a
reasonable investor as part of the basis of his investment decisions and would
therefore be likely to have a significant effect on the price of the issuer'sfinancial
instruments (the reasonable investor test). [Note: Article
1(2) 2003/124/EC](2) In determining whether information
would be likely to have a significant effect
The reasonable investor test requires
an issuer:(1) to take into account that the significance
of the information in question will vary widely from issuer to issuer, depending on a variety of factors
such as the issuer's size, recent
developments and the market sentiment about the issuer and
the sector in which it operates; and(2) to assume that a reasonable investor
will make investment decisions relating to the relevant financial
instrument to maximise his economic self in
It is not possible to prescribe
how the reasonable investor test will apply in all possible situations. Any
assessment should take into consideration the anticipated impact of the information
in light of the totality of the issuer's activities,
the reliability of the source of the information and other market variables
likely to affect the relevant financial instrument in
the given circumstances. However, information which is likely to be considered
relevant to a reasonable investor's
An issuer and
its advisers are best placed to make an initial assessment of whether particular
information amounts to inside information.
The decision as to whether a piece of information is inside
information may be finely balanced and the issuer (with
the help of its advisers) will need to exercise its judgement.Note:DTR 2.7 provides additional guidance
on dealing with market rumour.
(1) Subject to the limited ability
to delay release of inside information to
the public provided by DTR 2.5.1 R, an issuer is
required to notify, via a RIS,
all inside information in its
possession as soon as possible.(2) If an issuer is
faced with an unexpected and significant event, a short delay may be acceptable
if it is necessary to clarify the situation. In such situations a holding
announcement should be used where an issuer believes
that there is a danger of inside information
The FSA is aware that many issuers provide unpublished information to
third parties such as analysts, employees, credit rating agencies, finance
providers and major shareholders, often in response to queries from such parties.
The fact that information is unpublished does not in itself make it inside information. However, unpublished
information which amounts to inside information is
only permitted to be disclosed in accordance with the disclosure
rules and an issuer must
ensure
(1) 2An issuer within LR 18.4.3 R must publish its annual report and annual accounts as soon as possible after they have been approved. (2) An issuer within LR 18.4.3 R must approve and publish its annual report and accounts within six months of the end of the financial period to which they relate.(3) The annual report and accounts must:(a) have been prepared in accordance with the issuer's national law and, in all material respects, with national accounting standards or IAS;
(1) An issuer of securities represented by listedcertificates representing certain securities must notify a RIS of any change of depositary.(2) The notification required by paragraph (1) must be made as soon as possible, and in any event by 7.30 a.m. on the business day following the change of depositary, and contain the following information:(a) the name, registered office and principal administrative establishment if different from the registered office of the depositary;(b)
(1) Delaying disclosure of inside information will not always mislead
the public, although a developing situation should be monitored so that if
circumstances change an immediate disclosure can be made.(2) Investors understand that some
information must be kept confidential until developments are at a stage when
an announcement can be made without prejudicing the legitimate interests of
the issuer.
(1) does not envisage that an issuer will: DTR 2.5.3 R (1) does
not allow an issuer to delay
public disclosure of the fact that it is in financial difficulty or of its
worsening financial condition and is limited to the fact or substance of the
negotiations to deal with such a situation. An issuer cannot
delay disclosure of inside information on
the basis that its position in subsequent negotiations to deal with the situation
will be jeopardised by the disclosure of its financial
An issuer should
not be obliged to disclose impending developments that could be jeopardised
by premature disclosure. Whether or not an issuer has
a legitimate interest which would be prejudiced by the disclosure of certain inside information is an assessment which
must be made by the issuer in
the first instance. However, the FSA considers that, other than in
relation to impending developments or matters described in DTR 2.5.3 R, there are unlikely to be other circumstances where
(1) When an issuer is
permitted to delay public disclosure of inside
information in accordance with DTR 2.5.1 R, it may selectively disclose
that information to persons owing
it a duty of confidentiality.(2) Such selective disclosure may be
made to another person if it
is in the normal course of the exercise of his employment, profession or duties.
However, selective disclosure cannot be made to any person simply
because they owe the issuer a
duty of confidentiality. For example,
(1) A prospectus composed of separate documents must divide the required information into a registration document, a securities note and a summary.(2) The registration document must contain the information relating to the issuer. The securities note must contain the information concerning the transferable securities to be offered or to be admitted to trading. [Note: article 5.3 PD]
The prospectus can, at the choice of the issuer, offeror or person requesting admission, consist of a base prospectus containing all relevant information concerning the issuer and the transferable securities to be offered or to be admitted to trading if it relates to one of the following types of transferable securities:(1) non-equity transferable securities, including warrants in any form, issued under an offering programme; or(2) non-equity transferable securities issued in
Articles 25 and 26 of the PD Regulation provide for the format of prospectuses and base prospectuses:
Format of the prospectus |
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25.1 |
Where an issuer, an offeror or a person asking for the admission to trading on a regulated market chooses, according to [PR 2.2.1 R] to draw up a prospectus as a single document, the prospectus shall be composed of the following parts in the following order: |
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(1) |
a clear and detailed table of contents; |
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(2) |
the summary provided for in [section 87A(5) of the Act]; |
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(3) |
the risk factors linked to the issuer and the type of security covered by the issue; |
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(4) |
the other information items included in the schedules and building blocks according to which the prospectus is drawn up. |
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2. |
Where an issuer, an offeror or a person asking for the admission to trading on a regulated market chooses, according to [LR 3.1.1 R], to draw up a prospectus composed of separate documents, the securities note and the registration document shall be each composed of the following parts in the following order: |
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(1) |
a clear and detailed table of contents; |
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(2) |
as the case may be, the risk factors linked to the issuer and the type of security covered by the issue; |
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(3) |
the other information items included in the schedules and building blocks according to which the prospectus is drawn up. |
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3. |
In the cases mentioned in paragraphs 1 and 2, the issuer, the offeror or the person asking for admission to trading on a regulated market shall be free in defining the order in the presentation of the required information items included in the schedules and building blocks according to which the prospectus is drawn up. |
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4. |
Where the order of the items does not coincide with the order of the information provided for in the schedules and building blocks according to which the prospectus is drawn up, the [FSA] may ask the issuer, the offeror or the person asking for the admission to trading on a regulated market to provide a cross reference list for the purpose of checking the prospectus before its approval. Such list shall identify the pages where each item can be found in the prospectus. [see LR 3.1.1R(3)] |
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5. |
Where the summary of a prospectus must be supplemented according to [section 87G of the Act], the issuer, the offeror or the person asking for admission to trading on a regulated market shall decide on a case-by-case basis whether to integrate the new information in the original summary by producing a new summary, or to produce a supplement to the summary. |
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If the new information is integrated in the original summary, the issuer, the offeror or the person asking for admission to trading on a regulated market shall ensure that investors can easily identify the changes, in particular by way of footnotes. |
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Format of the base prospectus and its related final terms |
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26.1 |
Where an issuer, an offeror or a person asking for the admission to trading on a regulated market chooses, according to [PR 2.2.7 R] to draw up a base prospectus, the base prospectus shall be composed of the following parts in the following order: |
|
(1) |
a clear and detailed table of contents; |
|
(2) |
the summary provided for in [section 87A of the Act]; |
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(3) |
the risk factors linked to the issuer and the type of security or securities covered by the issue(s); |
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(4) |
the other information items included in the schedules and building blocks according to which the prospectus is drawn up. |
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2. |
Notwithstanding paragraph 1, the issuer, the offeror or the person asking for admission to trading on a regulated market shall be free in defining the order in the presentation of the required information items included in the schedules and building blocks according to which the prospectus is drawn up. The information on the different securities contained in the base prospectus shall be clearly segregated. |
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3. |
Where the order of the items does not coincide with the order of the information provided for by the schedules and building blocks according to which the prospectus is drawn up, the [FSA] may ask the issuer, the offeror or the person asking for admission to trading on a regulated market to provide a cross reference list for the purpose of checking the prospectus before its approval. Such list should identify the pages where each item can be found in the prospectus. [see LR 3.1.1R(3)] |
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4. |
In case the issuer, the offeror or the person asking for admission to trading on a regulated market has previously filed a registration document for a particular type of security and, at a later stage, chooses to draw up base prospectus in conformity with the conditions provided for in [PR 2.2.7 R], the base prospectus shall contain: |
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(1) |
the information contained in the previously or simultaneously filed and approved registration document which shall be incorporated by reference, following the conditions provided for in Article 28 of this Regulation; |
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(2) |
the information which would otherwise be contained in the relevant securities note less the final terms where the final terms are not included in the base prospectus. |
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5. |
The final terms attached to a base prospectus shall be presented in the form of a separate document containing only the final terms or by inclusion of the final terms into the base prospectus. |
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In the case that the final terms are included in a separate document containing only the final terms, they may replicate some information which has been included in the approved base prospectus according to the relevant securities note schedule that has been used for drawing up the base prospectus. In this case the final terms have to be presented in such a way that they can be easily identified as such. |
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A clear and prominent statement shall be inserted in the final terms indicating that the full information on the issuer and on the offer is only available on the basis of the combination of base prospectus and final terms and where the base prospectus is available. |
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6. |
Where a base prospectus relates to different securities, the issuer, the offeror or the person asking for admission to trading on a regulated market shall include a single summary in the base prospectus for all securities. The information on the different securities contained in the summary, however, shall be clearly segregated. |
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7. |
Where the summary of a base prospectus must be supplemented according to [section 87G of the Act], the issuer, the offeror or the person asking for admission to trading on a regulated market shall decide on a case-by-case basis whether to integrate the new information in the original summary by producing a new summary, or by producing a supplement to the summary. |
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If the new information is integrated in the original summary of the base prospectus by producing a new summary, the issuer, the offeror or the person asking for admission to trading on a regulated market shall ensure that investors can easily identify the changes, in particular by way of footnotes. |
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8. |
Issuers, offerors or persons asking for admission to trading on a regulated market may compile in one single document two or more different base prospectuses. |
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(1) An issuer must make public a half-yearly financial report covering the first six months of the financial year.(2) The half-yearly financial report must be made public as soon as possible, but no later than two months, after the end of the period to which the report relates.(3) An issuer must ensure that the half-yearly financial report remains available to the public for at least five years.[Note: article 5(1) of the TD]
(1) If an issuer is required to prepare consolidated accounts, the condensed set of financial statements must be prepared in accordance with IAS 34.[Note: article 5(3) of the TD](2) If an issuer is not required to prepare consolidated accounts, the condensed set of financial statements must contain, as a minimum the following:(a) a condensed balance sheet;(b) a condensed profit and loss account; and(c) explanatory notes on these accounts.[Note: article 5(3) of the TD]
(1) This rule applies to an issuer that is not required to prepare consolidated accounts.(2) In preparing the condensed balance sheet and the condensed profit and loss account an issuer must follow the same principles for recognising and measuring as when preparing annual financial reports.[Note: article 5(3) of the TD](3) The balance sheet and the profit and loss account must show each of the headings and subtotals included in the most recent annual financial statements of the
(1) In addition to the requirement set out in DTR 4.2.7 R, an issuer of shares must disclose in the interim management report the following information, as a minimum:(a) related parties transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or the performance of the enterprise during that period; and(b) any changes in the related parties transactions described in the last annual report that
(1) If the half-yearly financial report has been audited or reviewed by auditors pursuant to the Auditing Practices Board guidance on Review of Interim Financial Information, the audit report or review report must be reproduced in full.(2) If the half-yearly financial report has not been audited or reviewed by auditors pursuant to the Auditing Practices Board guidance on Review of Interim Financial Information, an issuer must make a statement to this effect in its report.[Note:
(1) Responsibility statements must be made by the persons responsible within the issuer. [Note: article 5(2)(c) of the TD](2) The name and function of any person who makes a responsibility statement must be clearly indicated in the responsibility statement.[Note: article 5(2)(c) of the TD](3) For each person making a responsibility statement, the statement must confirm that to the best of his or her knowledge:(a) the condensed set of financial statements, which has been prepared
Section 80 (1) of the Act (general duty of disclosure in listing
particulars) requires listing particulars submitted
to the FSA to contain all such information as investors
and their professional advisers would reasonably require, and reasonably expect
to find there, for the purpose of making an informed assessment of:(1) the assets and liabilities, financial
position, profits and losses, and prospects of the issuer of
the securities; and(2) the rights attaching to the securi
The following minimum information from
the PD Regulation must be included
in listing particulars:(1) for an issue of bonds including
bonds convertible into the issuer's shares or exchangeable into a third party issuer'sshares or
derivative securities, irrespective of the denomination
of the issue, the minimum information required by the schedules applicable
to debt and derivative securities with a denomination per unit of at least 50,000 euros;(2) the additional information required
by
A request to the FSA to authorise the omission of specific
information in a particular case must:(1) be in writing from the issuer;(2) identify the specific information
concerned and the specific reasons for the omission; and(3) state why in the issuer's opinion
one or more of the grounds in section 82 of the Act applies.
(1) In the case of listing
particulars for specialist
securities:(a) the issuer must
state in the listing particulars that
it accepts responsibility for the listing particulars;(b) the directors may
state in the listing particulars that
they accept responsibility for the listing
particulars; and(c) other persons may
state in the listing particulars that
they accept responsibility for all or part of the listing
particulars and in that case the statement by the issuer or directors
(1) This rule applies to a prospectus relating to:(a) equity shares;(b) warrants or options to subscribe for equity shares, that are issued by the issuer of the equity shares; and(c) other transferable securities that have similar characteristics to transferable securities referred to in paragraphs (a) or (b).(2) Each of the following persons are responsible for the prospectus:(a) the issuer of the transferable securities;(b) if the issuer is a body corporate:(i) each person who
(1) This rule applies to a prospectus relating to transferable securities other than those to which PR 5.5.3 R applies.(2) Each of the following persons are responsible for the prospectus:(a) the issuer of the transferable securities;(b) each person who accepts, and is stated in the prospectus as accepting, responsibility for the prospectus;(c) in relation to an offer, the offeror of the transferable securities, if this is not the issuer;(d) in relation to a request for an admission
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) the issuer is responsible for the prospectus in accordance with the rules in this section;(2) the prospectus was drawn up primarily by the issuer, or by one or more persons acting on behalf of the issuer; and(3) the offeror is making the offer in association with the issuer.