Related provisions for LR 9.5.2

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PR 3.1.3RRP
(1) The applicant must submit to the FSA by the date specified in paragraph (2):(a) the completed form A in final form;(b) the relevant fee; and(c) the other information referred to in PR 3.1.1 R in draft form.(2) The date referred to in paragraph (1) is:(a) at least 10 working days before the intended approval date of the prospectus; or(b) at least 20 working days before the intended approval date of the prospectus if the applicant does not have transferable securitiesadmission
PR 3.1.7UKRP

Section 87A(1) of the Act provides for the approval of a prospectus by the FSA:

(1)

The [FSA] may not approve a prospectus unless it is satisfied that:

(a)

the United Kingdom is the home State in relation to the issuer of the transferable securities to which it relates,

(b)

the prospectus contains the necessary information, and

(c)

all of the other requirements imposed by or in accordance with this Part or the prospectus directive have been complied with (so far as those requirements apply to a prospectus for the transferable securities in question).
PR 3.1.13GRP
The FSA will consider transferring the function of approving a prospectus to the competent authority of another EEA State:(1) if requested to do so by the issuer, offeror or person requesting admission or by another competent authority; or(2) in other cases if the FSA considers it would be more appropriate for another competent authority to perform that function.
LR 5.4.2RRP
The FSA may restore the listing of any securities that have been suspended if it considers that the smooth operation of the market is no longer jeopardised or if the suspension is no longer required to protect investors. The FSA may restore the listing even though the issuer does not request it.
LR 5.4.3GRP
(1) An issuer that has the listing of any of its securities suspended may request the FSA to have them restored.(2) The request should be made sufficiently in advance of the time and date the issuer wishes the securities to be restored.(3) Requests received for when the market opens should allow sufficient time for the FSA to deal with the request.(4) The request may be an oral request. The FSA may require documentary evidence that the events that lead to the suspension are no
LR 5.4.5GRP
(1) If an issuer has requested the FSA to restore the listing of any securities, it may withdraw its request at any time while the securities are still suspended. The withdrawal request should initially be made by telephone and then confirmed in writing as soon as possible.(2) Even if a request to restore has been withdrawn, the FSA may restore the listing of securities if it believes the circumstances justify it.
LR 5.4.6GRP
(1) If an underlying instrument is restored, the securitised derivative'slisting will normally be restored.(2) For a securitised derivative relating to a basket of underlying instruments that has been suspended, the securitised derivative's listing may be restored by the FSA, irrespective of whether or not the underlying instrument has been restored, if:(a) the issuer of the securitised derivative confirms to the FSA that despite the relevant underlying instrument(s) suspension
PR 2.2.4RRP
An issuer, offeror or person requesting admission who already has a registration document approved by the FSA is required to draw up only the securities note and the summary when transferable securities are offered or a request is made for admission to trading. [Note: article 12.1 PD]
PR 2.2.10EURP

Articles 25 and 26 of the PD Regulation provide for the format of prospectuses and base prospectuses:

Format of the prospectus

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:

(1)

a clear and detailed table of contents;

(2)

the summary provided for in [section 87A(5) of the Act];

(3)

the risk factors linked to the issuer and the type of security covered by the issue;

(4)

the other information items included in the schedules and building blocks according to which the prospectus is drawn up.

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:

(1)

a clear and detailed table of contents;

(2)

as the case may be, the risk factors linked to the issuer and the type of security covered by the issue;

(3)

the other information items included in the schedules and building blocks according to which the prospectus is drawn up.

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.

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)]

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.

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.

Format of the base prospectus and its related final terms

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];

(3)

the risk factors linked to the issuer and the type of security or securities covered by the issue(s);

(4)

the other information items included in the schedules and building blocks according to which the prospectus is drawn up.

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.

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)]

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:

(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;

(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.

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.

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.

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.

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.

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.

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.

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.
LR 2.2.6GRP
The FSA may in exceptional circumstances modify or dispense with LR 2.2.4 R where the applicant has the power to disapprove the transfer of shares if the FSA is satisfied that this power would not disturb the market in those shares. [Note: article 46 CARD]
LR 2.2.10RRP
(1) This rule applies if under the Act or under the law of another EEA State:(a) a prospectus must be approved and published for the securities; or(b) the applicant is permitted and elects to draw up a prospectus for the securities.(2) To be listed:(a) a prospectus must have been approved by the FSA and published in relation to the securities; or(b) if another EEA State is the Home Member State for the securities, the relevant competent authority must have supplied the FSA with:(i)
LR 1.3.1RRP
An issuer must provide to the FSA as soon as possible:(1) any information and explanations that the FSA may reasonably require to decide whether to grant an application for admission;(2) any information that the FSA considers appropriate to protect investors or ensure the smooth operation of the market; and [Note: Article 16.1 CARD](3) any other information or explanation that the FSA may reasonably require to verify whether listing rules are being and have been complied with
LR 1.3.2RRP
(1) The FSA may, at any time, require an issuer to publish such information in such form and within such time limits as it considers appropriate to protect investors or to ensure the smooth operation of the market. [Note: Article 16.2 CARD](2) If an issuer fails to comply with a requirement under paragraph (1) the FSA may itself publish the information (after giving the issuer an opportunity to make representations as to why it should not be published). [Note: Article 16.2 CA
LR 1.3.3RRP
An issuer must take reasonable care to ensure that any information it notifies to a RIS or makes available through the FSA is not misleading, false or deceptive and does not omit anything likely to affect the import of the information.
PR 3.2.1RRP
After a prospectus is approved by the FSA, it must be filed with the FSA and made available to the public. [ Note: articles 14.1 and 16.1 of PD ]
PR 3.2.7GRP
The FSA will publish on its website, a list of prospectuses approved over the previous 12 months. The list will specify how a prospectus is made available and where it can be obtained, including, if applicable, a hyperlink to the prospectus published on the issuer's or regulated market's website. [ Note: article 14.4 PD ]
LR 1.4.1RRP
(1) If it appears to the FSA that there is, or there may be, a breach of the listing rules by an issuer with a primary listing, the FSA may in writing require the issuer to appoint a sponsor to advise the issuer on the application of the listing rules.(2) If required to do so under paragraph (1), an issuer must, as soon as practicable, appoint a sponsor to advise it on the application of the listing rules.Note: LR 8.2 sets out the various circumstances in which an issuer must
DEPP 2.5.18GRP
Some of the distinguishing features of notices given under enactments other than the Act are as follows: (1) Building Societies Act 1986, section 36A: There is no right to refer a decision to issue a prohibition order under section 36A to the Tribunal. Accordingly, a decision notice under section 36A(5A) is not required to give an indication of whether any such right exists. A decision notice under section 36A(5A) may only relate to the issue of a prohibition order under section
RCB 3.6.1RRP
If an issuer or owner does not provide the notifications to the FSA required by directions made under this chapter by the date specified, then that issuer or owner must pay to the FSA an administrative fee of £250.
RCB 3.6.5DRP
Unless otherwise stated, the issuer or the owner, as the case may be, must send the relevant forms and information to the FSA's address marked for the attention of the "Covered Bonds Team, Capital Markets Sector" by any of the following methods:(1) post; or(2) leaving it at the FSA's address and obtaining a time-stamped receipt; or(3) e-mail to rcb@fsa.gov.uk.
LR 4.3.3GRP
The FSA will try to notify the applicant of its decision on an application for approval of listing particulars or supplementary listing particulars within the same time limits as are specified in section 87C of the Act (consideration of application for approval) for an application for approval of a prospectus or supplementary prospectus.
LR 4.3.4RRP
An issuer must ensure that listing particulars or supplementary listing particulars are not published until they have been approved by the FSA.
LR 4.3.5RRP
An issuer must ensure that after listing particulars or supplementary listing particulars are approved by the FSA, the listing particulars or supplementary listing particulars are filed and published as if the relevant requirements in PR 3.2 and the PD Regulation applied to them.
LR 2.1.3GRP
Under the Act, the FSA may also refuse an application for admission if it considers that:(1) admission of the securities would be detrimental to investors' interests; or(2) for securities already listed in another EEA State, the issuer has failed to comply with any obligations under that listing.
LR 2.1.5GRP
2The FSA is not able to make the admission of securities conditional on any event. The FSA may, in particular cases, seek confirmation from an issuer before the admission of securities that the admission does not purport to be conditional on any matter.
DTR 2.2.9GRP
(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
DTR 2.2.10GRP
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
DTR 4.4.8RRP
An issuer whose registered office is in a non-EEA State whose relevant laws are considered equivalent by the FSA is exempted from the rules on annual financial reports (DTR 4.1), half-yearly financial reports (DTR 4.2) and interim management statements (DTR 4.3).
DTR 4.4.9GRP
The FSA maintains a published list of non-EEA States 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.
LR 5.1.1RRP
(1) 1The FSA may suspend, with effect from such time as it may determine, the listing of any securities if the smooth operation of the market is, or may be, temporarily jeopardised or it is necessary to protect investors. [Note: article 18(1) CARD](2) An issuer that has the listing of any of its securities suspended must continue to comply with all listing rules applicable to it.(3) If the FSA suspends the listing of any securities, it may impose such conditions on the procedure
LR 5.1.2GRP
Examples of when the FSA may suspend the listing of securities include (but are not limited to) situations where it appears to the FSA that:(1) the issuer has failed to meet its continuing obligations for listing; or(2) the issuer has failed to publish financial information in accordance with the listing rules; or(3) the issuer is unable to assess accurately its financial position and inform the market accordingly; or(4) there is insufficient information in the market about
LR 5.1.4GRP
An issuer that intends to request the FSA to suspend the listing of its securities will need to comply with LR 5.3. The FSA will not suspend the listing if it is not satisfied that the circumstances justify the suspension.
LR 1.2.1RRP
(1) The FSA may dispense with or modify the listing rules in such cases and by reference to such circumstances as it considers appropriate (subject to the terms of EU directives and the Act).(2) A dispensation or modification may be either unconditional or subject to specified conditions.(3) If an issuer or sponsor has applied for, or been granted, a dispensation or modification, it must notify the FSA immediately it becomes aware of any matter which is material to the relevance
LR 1.2.4GRP
If an issuer applies to the FSA to dispense with or modify a listing rule on the basis that it is in severe financial difficulty, the FSA would ordinarily expect the issuer to comply with the conditions in LR 10.8 (to the extent relevant to the particular rule for which the dispensation or modification is sought). In particular, the FSA would expect the issuer to comply with those conditions that are directed at demonstrating that it is in severe financial difficulty.
LR 1.2.5GRP

An issuer or sponsor should consult with the FSA at the earliest possible stage if it:

  1. (1)

    is in doubt about how the listing rules apply in a particular situation; or

  2. (2)

    considers that it may be necessary for the FSA to dispense with or modify a listing rule.

Address for correspondence

Note: The FSA's address for correspondence is:

The Financial Services Authority

25 The North Colonnade

Canary Wharf

London, E14 5HS

Tel: 020 7066 8333

Fax: 020 7066 8362

http://www.fsa.gov.uk/Pages/Doing/UKLA/index.shtml