Related provisions for PERG 6.4.3
The Listing Principles are as follows:
Principle 1 |
A listed company must take reasonable steps to enable its directors to understand their responsibilities and obligations as directors. |
Principle 2 |
A listed company must take reasonable steps to establish and maintain adequate procedures, systems and controls to enable it to comply with its obligations. |
Principle 3 |
A listed company must act with integrity towards holders and potential holders of its listedequity shares.2 2 |
Principle 4 |
A listed company must communicate information to holders and potential holders of its listedequity shares2 in such a way as to avoid the creation or continuation of a false market in such listedequity shares.2 22 |
Principle 5 |
A listed company must ensure that it treats all holders of the same class of its listedequity shares2 that are in the same position equally in respect of the rights attaching to such listedequity shares.2 22 |
Principle 6 |
A listed company must deal with the FCA in an open and co-operative manner. |
Application of different sections of SUP 16 (excluding SUP 16.13, SUP 16.15, SUP 16.16 and SUP 16.17)6627
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 notified ESMA and provided the competent authority with -3 |
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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 [FCA], 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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3(3A) |
The competent authority must publish on its website a list of certificates of approval provided to it in accordance with this section. |
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3(3B) |
The list referred to in subsection (3A) must - |
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(a) |
be kept up-to-date; |
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(b) |
retain items on it for a period of at least 12 months; and |
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(c) |
include hyperlinks to any certificate of approval and prospectus published on the website of - |
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(i) |
the competent authority of the EEA State which provided the certificate; |
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(ii) |
the issuer; or |
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(iii) |
the regulated market where admission to trading is sought. |
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(4) |
"Prospectus" includes a supplementary prospectus. |
Provision of information to host Member State |
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87I |
(1) |
The [FCA] 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 [FCA]); 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).2 |
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(1A)2 |
If the competent authority supplies a certificate of approval to the competent authority of the specified EEA State, it must also supply a copy of that certificate to - |
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(a) |
the person who made the request under this section; and |
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(b) |
ESMA. |
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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 [FCA]. |
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(4) |
A certificate of approval must state whether (and, if so, why) the [FCA] 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 [FCA] 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 the request is received2; or 2 |
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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. |