Related provisions for INSPRU 3.1.59
2The applicable data items referred to in SUP 16.12.4 R are set out according to type of firm in the table below:
Firms' prudential category and applicable data item (note 1) |
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Exempt CAD firmssubject toIPRU(INV)Chapter 13 |
Firms(other thanexempt CAD firms) subject toIPRU(INV)Chapter 13 |
Firmsthat are also in one or more ofRAGs1 to 6 and not subject toIPRU(INV)Chapter 13 |
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Solvency statement |
No standard format (note 11) |
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Balance Sheet |
FSA001/FINREP (Notes 2 and 29) |
FSA001 (Note 2) |
FSA029 |
Section A RMAR |
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Income Statement |
FSA002/FINREP (Notes 2 and 29) |
FSA002 (Note 2) |
FSA030 |
Section B RMAR |
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Capital Adequacy |
COREP (Note 29) |
FSA003 (Note 2) |
FSA032 |
Section D1 62 RMAR (Note 23) 5050 |
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Credit risk |
COREP (Note 29) |
FSA004 (Notes 2, 3) |
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Market risk |
COREP (Note 29) |
FSA005 (Notes 2, 4) |
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Market risk - supplementary |
FSA006 (note 5) |
FSA006 (Note 5) |
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Operational risk |
COREP (Note 29) |
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Large exposures |
COREP (Note 29) |
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Exposures between core UK group and non-core large exposures group |
FSA018 (note 12) |
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Solo consolidation data |
FSA016 |
FSA016 |
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Pillar 2 questionnaire |
FSA019 (note 8) |
FSA019 (Note 8) |
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Non-EEA sub-group |
COREP (Note 29) |
FSA028 (Note 9) |
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Professional indemnity insurance (note 15) |
Section E RMAR |
Section E RMAR |
Section E RMAR |
Section E RMAR |
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Threshold Conditions |
Section F RMAR |
Section F RMAR |
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Training and Competence |
Section G RMAR |
Section G RMAR |
Section G RMAR |
Section G RMAR |
Section G RMAR |
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COBS data |
Section H RMAR |
Section H RMAR |
Section H RMAR |
Section H RMAR |
Section H RMAR |
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Client money and client assets |
Section C RMAR |
Section C RMAR |
Section C RMAR |
Section C RMAR |
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Fees and levies |
Section J RMAR |
Section J RMAR |
Section J RMAR |
Section J RMAR |
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Section K RMAR (Note 26) |
Section K RMAR (Note 26) |
Section K RMAR (Note 26) |
Section K RMAR (Note 26) |
Section K RMAR (Note 26) |
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IRB portfolio risk |
FSA045 (note 13) |
FSA045 (Note 13) |
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Securitisation: non-trading book |
COREP (note 29) |
FSA046 (Note 14) |
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Daily Flows |
FSA047/COREP (Notes 16, 19, 21, 24 and 29) |
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Enhanced Mismatch Report |
FSA048/COREP (Notes 16, 19, 21, 24 and 29) |
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Liquidity Buffer Qualifying Securities |
FSA050/COREP (Notes 17, 20, 21, 24 and 29) |
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Funding Concentration |
FSA051/COREP (Notes 17, 20, 21, 24 and 29) |
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Pricing data |
FSA052/COREP (Notes 17, 20, 21, 24 and 29) |
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Retail and corporate funding |
FSA053/COREP (Notes 17, 20, 21, 24 and 29) |
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Currency Analysis |
FSA054/COREP (Notes 17, 20, 21, 24 and 29) |
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Systems and Controls Questionnaire |
FSA055/COREP (Notes 18, 24 and 29) |
FSA055 (Notes 18 and 24) |
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Securitisation: trading book |
COREP (Note 29) |
FSA058 (Note 22) |
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Supplementary capital data for collective portfolio management investment firms |
FIN067 (Note 28) |
FIN068 (Note 28) |
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Note 1 |
When submitting the completed data item required, a firm must use the format of the data item set out in SUP 16 Annex 24 R, or SUP 16 Annex 18A R in the case of the RMAR. Guidance notes for completion of the data items are contained in SUP 16 Annex 25 G, or SUP 16 Annex 18B G in the case of the RMAR. |
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Note 2 |
Firms that are members of a UK consolidation group are also required to submit this report on a UK consolidation group basis. |
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Note 3 |
This applies to a firm that is required to submit data item FSA003 and, at any time55within the 12 months up to its latest accounting reference date ("the relevant period"), was reporting data item FSA004 ("Firm A") or not reporting this item ("Firm B"). In the case of Firm A it must report this data item if one or both of its last two submissions in the relevant period show that the threshold was exceeded. In the case of Firm B it must report this item if both the last two submissions in the relevant period show that the threshold has been exceeded. The threshold is exceeded where data element 77A in data item FSA003 is greater than £10 million, or its currency equivalent, at the relevant reporting date for the firm. 55 |
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Note 4 |
This applies to a firm that is required to submit data item FSA003 and, at any time within the 12 months up to its latest accounting reference date ("the relevant period"), was reporting data item FSA005 ("Firm A") or not reporting this item ("Firm B"). In the case of Firm A it must report this data item if one or both of its last two submissions in the relevant period show that the threshold was exceeded. In the case of Firm B it must report this item if both the last two submissions in the relevant period show that the threshold has been exceeded. The threshold is exceeded where data element 93A in data item FSA003 is greater than £50 million, or its currency equivalent, at the relevant reporting date for the firm. |
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Note 5 |
Only applicable to firms with a VaR model permission. |
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Note 6 |
[deleted] |
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Note 7 |
[deleted] |
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Note 8 |
Only applicable to IFPRU investment firms and BIPRU firms that: (a) are subject to consolidated supervision under BIPRU 8, except those that are either included within the consolidated supervision of a group that includes a UK credit institution, or that have been granted an investment firm consolidation waiver; or (b) have been granted an investment firm consolidation waiver; or (c) are not subject to consolidated supervision under BIPRU 8. An IFPRU investment firm and a BIPRU firm under (a) must complete the report on the basis of its UK consolidation group. An IFPRU investment firm and a BIPRU firm under (b) or (c) must complete the report on the basis of its solo position. |
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Note 9 |
This will be applicable to firms that are members of a UK consolidation group on the reporting date. |
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Note 10 |
[deleted]55 55 |
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Note 11 |
Only applicable to a firm that is a sole trader or a partnership, when the report must be submitted by each partner. |
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Note 12 |
Only applicable to a firm that has both a core UK group and a non-core large exposures group. |
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Note 13 |
Only applicable to firms that have an IRB permission. |
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Note 14 |
Only applicable to firms that hold securitisation positions, or are the originator or sponsor of securitisations of non-trading bookexposures. |
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Note 15 |
This item only applies to firms that are subject to an FCA requirement to hold professional indemnity insurance and are not exempt CAD firms. |
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Note 16 |
A firm must complete this item separately on each of the following bases (if applicable). (1) It must complete it on a solo basis. Therefore even if it has a solo consolidation waiver it must complete the item on an unconsolidated basis by reference to the firm alone. (2) If it is a group liquidity reporting firm in a DLG by default and is a UK lead regulated firm, it must complete the item on the basis of that group. (3) If it is a group liquidity reporting firm in a UK DLG by modification, it must complete the item on the basis of that group. (4) If it is a group liquidity reporting firm in a non-UK DLG by modification, it must complete the item on the basis of that group. |
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Note 17 |
A firm must complete this item separately on each of the following bases that are applicable. (1) It must complete it on a solo basis unless it is a group liquidity reporting firm in a UK DLG by modification. Therefore even if it has a solo consolidation waiver it must complete the item on an unconsolidated basis by reference to the firm alone. (2) If it is a group liquidity reporting firm in a UK DLG by modification, it must complete the item on the basis of that group. |
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Note 18 |
If it is a non-ILAS BIPRU firm, it must complete it on a solo basis. Therefore even if it has a solo consolidation waiver it must complete the item on an unconsolidated basis by reference to the firm alone. |
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Note 19 |
(1) This item must be reported in the reporting currency. (2) If any data element is in a currency or currencies other than the reporting currency, all currencies (including the reporting currency) must be combined into a figure in the reporting currency. (3) In addition, all material currencies (which may include the reporting currency) must each be recorded separately (translated into the reporting currency). However if: (a) the reporting frequency is (whether under a rule or under a waiver) quarterly or less than quarterly; or (b) the only material currency is the reporting currency; (3) does not apply. (4) If there are more than three material currencies for this data item, (3) only applies to the three largest in amount. A firm must identify the largest in amount in accordance with the following procedure. (a) For each currency, take the largest of the asset or liability figure as referred to in the definition of material currency. (b) Take the three largest figures from the resulting list of amounts. (5) The date as at which the calculations for the purposes of the definition of material currency are carried out is the last day of the reporting period in question. (6) The reporting currency for this data item is whichever of the following currencies the firm chooses, namely USD (the United States Dollar), EUR (the euro), GBP (sterling), JPY (the Japanese Yen), CHF (the Swiss Franc), CAD (the Canadian Dollar) or SEK (the Swedish Krona). |
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Note 20 |
Note 19 applies, except that paragraphs (3), (4) and (5) do not apply, meaning that material currencies must not be recorded separately. |
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Note 21 |
Any changes to reporting requirements caused by a firm receiving an intra-group liquidity modification (or a variation to one) do not take effect until the first day of the next reporting period applicable under the changed reporting requirements for the data item in question if the firm receives that intra-group liquidity modification or variation part of the way through such a period. If the change is that the firm does not have to report a particular data item or does not have to report it at a particular reporting level, the firm must nevertheless report that item or at that reporting level for any reporting period that has already begun. This paragraph is subject to anything that the intra-group liquidity modification says to the contrary. |
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Note 22 |
Only applicable to firms that hold securitisation positions in the trading book and/ or are the originator or sponsor of securitisations held in the trading book. |
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Note 23 |
Where a firm submits data items for both RAG 7 and RAG 9, the firm must complete Section D1.73 |
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Note 24 |
FSA047, FSA048, FSA050, FSA051, FSA052, FSA053 and FSA054 must be completed by an ILAS BIPRU firm. An ILAS BIPRU firm does not need to complete FSA055. A non-ILAS BIPRU firm must complete FSA055 and does not need to complete FSA047, FSA048, FSA050, FSA051, FSA052, FSA053 and FSA054. |
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Note 25 |
This data item must be reported only in the currencies named in FSA052, so that liabilities in GBP are reported in GBP in rows 1 to 4, those in USD are reported in USD in rows 5 to 8, and those in Euro are reported in Euro in rows 9 to 12. Liabilities in other currencies are not to be reported. |
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Note 26 |
This item only applies to firms that provide advice on retail investment products and P2P agreements67. |
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Note 27 |
[deleted]51 |
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Note 28 |
Only applicable to firms that are collective portfolio management investment firms. |
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Note 29 |
Requirements under COREP and FINREP should be determined with reference to the EU CRR and applicable technical standards. |
2The applicable data items referred to in SUP 16.12.4 R are set out according to type of firm in the table below:
Firmsother thanBIPRU firms or IFPRU investment firms |
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IPRU(INV)Chapter 3 |
IPRU(INV)Chapter 5 |
IPRU(INV)Chapter 9 |
IPRU(INV)Chapter 13 |
38 | ||||
Solvency statement (note 11) |
No standard format |
38 | ||||||
Balance sheet |
FSA001/FINREP (Notes 2 and 30) |
FSA001 (Note 2) |
FSA029 |
FSA029 |
FSA029 |
Section A RMAR (note 17) or FSA029 |
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Income statement |
FSA002/FINREP (Notes 2 and 30) |
FSA002 (Note 2) |
FSA030 |
FSA030 |
FSA030 |
Section B RMAR (note 17) or FSA030 |
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Capital adequacy |
COREP (Note 30) |
FSA003 (Note 2) |
FSA033 |
FSA034 or FSA035 or FIN07152 (note 14) |
FSA031 |
Section D1 62 RMAR (note 17) or FSA 032 (note 15) 50 |
38 | |
Credit risk |
COREP (Note 30 |
FSA004 (Notes 2, 3) |
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Market risk |
COREP (Note 30) |
FSA005 (Notes 2, 4) |
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Market risk - supplementary |
FSA006 (note 5) |
FSA006 (Note 5) |
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Operational risk |
COREP (Note 30) |
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Large exposures |
COREP (Note 30) |
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UK Integrated group large exposures |
FSA018 (note 12) |
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Exposures between core UK group and non-core large exposures group |
FSA016 (note 20) |
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Solo consolidation data |
FSA016 (note 20) |
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Pillar 2 questionnaire |
FSA019 (note 8) |
FSA019 (Note 8) |
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Non-EEA sub-group |
COREP (Note 30) |
FSA028 (Note 9) |
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Threshold conditions |
Section F RMAR (note 17) |
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Client money and client assets |
FSA039 |
FSA039 |
FSA039 |
FSA039 |
FSA039 |
Section C RMAR (Note 13) or FSA039 |
38 | |
IRB portfolio risk |
FSA045 (note 18) |
FSA045 (Note 18) |
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Securitisation: non-trading book |
COREP (Note 30) |
FSA046 (Note 19) |
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Daily Flows |
FSA047/COREP (Notes 21, 24, 26, 28 and 30) |
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Enhanced Mismatch Report |
FSA048/COREP (Notes 21, 24, 26, 28 and 30) |
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Liquidity Buffer Qualifying Securities |
FSA050/COREP (Notes 22, 25, 26, 28 and 30) |
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Funding Concentration |
FSA051/COREP (Notes 22, 25, 26, 28 and 30) |
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Pricing data |
FSA052/COREP (Notes 22, 26, 28, 29 and 30) |
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Retail and corporate funding |
FSA053/COREP (Notes 22, 25, 26, 28 and 30) |
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Currency Analysis |
FSA054/COREP (Notes 22, 25, 26, 28 and 30) |
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Systems and Controls Questionnaire |
FSA055/COREP (Notes 23, 28 and 30) |
FSA055 (notes 23 and 28)45 |
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Securitisation: trading book |
COREP (Note 30) |
FSA058 (Note 27) |
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Note 1: |
When submitting the completed data item required, a firm must use the format of the data item set out in SUP 16 Annex 24 R. Guidance notes for completion of the data items are contained in SUP 16 Annex 25 G. |
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Note 2 |
Firms that are members of a UK consolidation group are also required to submit this report on a UK consolidation group basis. |
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Note 3 |
This applies to a firm that is required to submit data item FSA003 and, at any time within the 12 months up to its latest accounting reference date ("the relevant period"), was reporting data item FSA004 ("Firm A") or not reporting this item ("Firm B"). In the case of Firm A it must report this data item if one or both of its last two submissions in the relevant period show that the threshold was exceeded. In the case of Firm B it must report this item if both the last two submissions in the relevant period show that the threshold has been exceeded. The threshold is exceeded where data element 77A in data item FSA003 is greater than £10 million, or its currency equivalent, at the relevant reporting date for the firm. |
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Note 4 |
This applies to a firm that is required to submit data item FSA003 and, at any time within the 12 months up to its latest accounting reference date ("the relevant period"), was reporting data item FSA005 ("Firm A") or not reporting this item ("Firm B"). In the case of Firm A it must report this data item if one or both of its last two submissions in the relevant period show that the threshold was exceeded. In the case of Firm B it must report this item if both the last two submissions in the relevant period show that the threshold has been exceeded. The threshold is exceeded where data element 93A in data item FSA003 is greater than £50 million, or its currency equivalent, at the relevant reporting date for the firm. |
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Note 5 |
Only applicable to firms with a VaR model permission. |
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Note 6 |
[deleted] |
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Note 7 |
[deleted] |
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Note 8 |
Only applicable to IFPRU investment firms and BIPRU firms that: (a) are subject to consolidated supervision under BIPRU 8, except those that are either included within the consolidated supervision of a group that includes a UK credit institution, or that have been granted an investment firm consolidation waiver; or (b) have been granted an investment firm consolidation waiver; or (c) are not subject to consolidated supervision under BIPRU 8. An IFPRU investment firm and BIPRU firm under (a) must complete the report on the basis of its UK consolidation group. An IFPRU investment firm and BIPRU firm under (b) or (c) must complete the report on the basis of its solo position. |
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Note 9 |
This will be applicable to firms that are members of a UK consolidation group on the reporting date. |
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Note 10 |
[deleted]55 55 |
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Note 11 |
Only applicable to a firm that is a sole trader or a partnership, when the report must be submitted by each partner. |
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Note 12 |
Only applicable to a firm that has both a core UK group and a non-core large exposures group. |
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Note 13 |
FSA039 must only be completed by a firm subject to IPRU(INV) Chapter 13 which is an exempt CAD firm. Section C RMAR must only be completed by a firm subject to IPRU(INV) Chapter 13 which is not an exempt CAD firm. |
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Note 14 |
FSA034 must be completed by a firm not subject to the exemption in IPRU(INV) 5.4.2R74. FSA035 must be completed by a firm subject to the exemption in IPRU(INV) 5.4.2R74, unless it calculates its own funds requirement in accordance with IPRU(INV) 5.4.10R74, in which case FIN071 must be completed.52 |
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Note 15 |
FSA032 must be completed by a firm subject to IPRU(INV) Chapter 13 which is an exempt CAD firm. |
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Note 16 |
[deleted] |
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Note 17 |
This is only applicable to a firm subject to IPRU(INV) Chapter 13 that is not an exempt CAD firm. |
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Note 18 |
Only applicable to firms that have an IRB permission. |
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Note 19 |
Only applicable to firms that hold securitisation positions, or are the originator or sponsor of securitisations of non-trading bookexposures. |
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Note 20 |
Only applicable to a firm that has a solo consolidation waiver. |
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Note 21 |
A firm must complete this item separately on each of the following bases (if applicable). (1) It must complete it on a solo basis. Therefore even if it has a solo consolidation waiver it must complete the item on an unconsolidated basis by reference to the firm alone. (2) If it a group liquidity reporting firm in a DLG by default and is a UK lead regulated firm, it must complete the item on the basis of that group. (3) If it is a group liquidity reporting firm in a UK DLG by modification, it must complete the item on the basis of that group. (4) If it is a group liquidity reporting firm in a non-UK DLG by modification, it must complete the item on the basis of that group. |
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Note 22 |
A firm must complete this item separately on each of the following bases that are applicable. (1) It must complete it on a solo basis unless it is a group liquidity reporting firm in a UK DLG by modification. Therefore even if it has a solo consolidation waiver it must complete the item on an unconsolidated basis by reference to the firm alone. (2) If it is a group liquidity reporting firm in a UK DLG by modification, it must complete the item on the basis of that group. |
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Note 23 |
If it is a non-ILAS BIPRU firm, it must complete it on a solo basis. Therefore even if it has a solo consolidation waiver it must complete the item on an unconsolidated basis by reference to the firm alone. |
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Note 24 |
(1) This item must be reported in the reporting currency. (2) If any data element is in a currency or currencies other than the reporting currency, all currencies (including the reporting currency) must be combined into a figure in the reporting currency. (3) In addition, all material currencies (which may include the reporting currency) must each be recorded separately (translated into the reporting currency). However if: (a) the reporting frequency is (whether under a rule or under a waiver) quarterly or less than quarterly; or (b) the only material currency is the reporting currency; (3) does not apply. (4) If there are more than three material currencies for this data item, (3) only applies to the three largest in amount. A firm must identify the largest in amount in accordance with the following procedure. (a) For each currency, take the largest of the asset or liability figure as referred to in the definition of material currency. (b) Take the three largest figures from the resulting list of amounts. (5) The date as at which the calculations for the purposes of the definition of material currency are carried out is the last day of the reporting period in question. (6) The reporting currency for this data item is whichever of the following currencies the firm chooses, namely USD (the United States Dollar), EUR (the euro), GBP (sterling), JPY (the Japanese Yen), CHF (the Swiss Franc), CAD (the Canadian Dollar) or SEK (the Swedish Krona). |
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Note 25 |
Note 24 applies, except that paragraphs (3), (4) and (5) do not apply, meaning that material currencies must not be recorded separately. |
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Note 26 |
Any changes to reporting requirements caused by a firm receiving an intra-group liquidity modification (or a variation to one) do not take effect until the first day of the next reporting period applicable under the changed reporting requirements for the data item in question if the firm receives that intra-group liquidity modification or variation part of the way through such a period. If the change is that the firm does not have to report a particular data item or does not have to report it at a particular reporting level, the firm must nevertheless report that item or at that reporting level for any reporting period that has already begun. This paragraph is subject to anything that the intra-group liquidity modification says to the contrary. |
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Note 27 |
Only applicable to firms that hold securitisation positions in the trading book and/or are the originator or sponsor of securitisations held in the trading book. |
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Note 28 |
FSA047, FSA048, FSA050, FSA051, FSA052, FSA053 and FSA054 must be completed by an ILAS BIPRU firm. An ILAS BIPRU firm does not need to complete FSA055. A non-ILAS BIPRU firm must complete FSA055 and does not need to complete FSA047, FSA048, FSA050, FSA051, FSA052, FSA053 and FSA054. |
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Note 29 |
This data item must be reported only in the currencies named in FSA052, so that liabilities in GBP are reported in GBP in rows 1 to 4, those in USD are reported in USD in rows 5 to 8, and those in Euro are reported in Euro in rows 9 to 12. Liabilities in other currencies are not to be reported. |
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Note 30 |
Requirements under COREP and FINREP should be determined with reference to the EU CRR and applicable technical standards. |
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 schedules and building blocks set out in this Regulation.2 2 |
A prospectus shall contain the information items required in Annexes I to XVII and Annexes XX to XXX depending on the type of issuer or issues and securities involved. Subject to Article 4a(1), a competent authority shall not require that a prospectus contains information items which are not included in Annexes I to XVII or Annexes XX to XXX.3 1223 |
In order to ensure conformity with the obligation referred to in Article 5(1) of Directive 2003/71/EC, the competent authority of the home Member State, when approving a prospectus in accordance with Article 13 of that Directive, may, on a case by case basis, require the information provided by the issuer, the offeror or the person asking for admission to trading on a regulated market to be completed, for each of the information items.2 2 |
2Where the issuer, the offeror or the person asking for the admission to trading on a regulated market is required to include a summary in a prospectus, in accordance with Article 5(2) of Directive 2003/71/EC, the competent authority of the home Member State, when approving the prospectus in accordance with Article 13 of that Directive, may, on a case by case basis, require certain information provided in the prospectus, to be included in the summary. |
3[Note: See transitional provisions in Regulation (EU) No 862/2012] |
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 the first subparagraph of paragraph 1 on the requirements set out in item 20.1 of Annex I, item 15.1 of Annex XXIII, item 20.1 of Annex XXV, item 11.1 of Annex XXVII and item 20.1 of Annex XXVIII 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:2 2 |
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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, item 15.1 of Annex XXIII, item 20.1 of Annex XXV, item 11.1 of Annex XXVII and item 20.1 of Annex XXVIII;2 2 |
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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, item 15.2 of Annex XXIII and item 20.2 of Annex XXV, 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.2 2 |
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 shares5 |
53. |
Where shares with warrants give the right to acquire the issuer’s shares and these shares are not admitted to trading on a regulated market, the information required by the schedule set out in Annex XII except item 4.2.2 shall also be given. |
[Note: See transitional provisions in Regulation (EU) No 759/2013]5
Article 7 Debt and derivative securities registration document schedule for securities with a denomination per unit of less than EUR 100 0002 2 |
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 100 0002 or, where there is no individual denomination, securities that can only be acquired on issue for less than EUR 100 0002 per security, information shall be given in accordance with the schedule set out in Annex IV. 22 |
Article 8 Securities note schedule for debt securities with a denomination per unit of less than EUR 100 0002 2 |
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1. |
For the securities note for debt securities with a denomination per unit of less than EUR 100 0002 information shall be given in accordance with the schedule set out in Annex V. 2 |
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.5 |
53. |
Where debt securities are exchangeable or convertible into shares already admitted to trading on a regulated market, the information required by item 4.2.2 of the schedule set out in Annex XII shall also be given. |
54. |
Where debt securities are convertible or exchangeable into shares which are or will be issued by the issuer of the debt security or by an entity belonging to its group and these underlying shares are not already admitted to trading on a regulated market, information on the issuer of the underlying shares shall also be given in accordance with items 3.1 and 3.2 of the schedule set out in Annex III or, as the case may be, of the proportionate schedule set out in Annex XXIV. |
55. |
Where debt securities with warrants give the right to acquire the issuer’s shares and these shares are not admitted to trading on a regulated market, the information required by the schedule set out in Annex XII except item 4.2.2 shall also be given. |
[Note: See transitional provisions in Regulation (EU) No 759/2013]5
Article 9 Guarantees building block |
For guarantees information shall be given in accordance with the building block set out in Annex VI. |
2Item 3 of Annex VI shall not apply where a Member State acts as guarantor. |
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 100 0002 2 |
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 100 0002 or, where there is no individual denomination, securities that can only be acquired on issue for at least EUR 100 0002 per security, information shall be given in accordance with the schedule set out in Annex IX. 22 |
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, except for the cases mentioned in article 6(3), Article 8(3) and (5) and article 16 (3) and (5). The schedule shall apply to certain securities where the payment and/or delivery obligations are linked to an underlying.5 5 |
[Note: See transitional provisions in Regulation (EU) No 759/2013]5
Article 16 Securities note schedule for debt securities with a denomination per unit of at least EUR 100 0002 2 |
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1. |
For the securities note for debt securities with a denomination per unit of at least EUR 100 0002 information shall be given in accordance with the schedule set out in Annex XIII. 2 |
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.5 |
53. |
Where debt securities are exchangeable or convertible into shares already admitted to trading on a regulated market, the information required by item 4.2.2 of the schedule set out in Annex XII shall also be given. |
54. |
Where debt securities are convertible or exchangeable into shares which are or will be issued by the issuer of the debt security or by an entity belonging to its group and these underlying shares are not already admitted to trading on a regulated market, information on the issuer of the underlying shares shall also be given in accordance with items 3.1 and 3.2 of the schedule set out in Annex III or, as the case may be, of the proportionate schedule set out in Annex XXIV. |
55. |
Where debt securities with warrants give the right to acquire the issuer’s shares and these shares are not admitted to trading on a regulated market, the information required by the schedule set out in Annex XII except item 4.2.2 shall also be given. |
[Note: See transitional provisions in Regulation (EU) No 759/2013]5
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, by an entity belonging to the group of that issuer or by a third party and are not yet traded on a regulated market or an equivalent market outside the Union 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.5 5 |
[Note: See transitional provisions in Regulation (EU) No 759/2013]5
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 |
|
(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. |
3Article 20a Additional information building block for consent given in accordance with Article 3(2) of Directive 2003/71/EC |
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1. |
For the purposes of the third subparagraph of Article 3(2) of Directive 2003/71/EC, the prospectus shall contain the following: |
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(a) |
the additional information set out in Sections 1 and 2A of Annex XXX where the consent is given to one or more specified financial intermediaries; |
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(b) |
the additional information set out in Sections 1 and 2B of Annex XXX where the issuer or the person responsible for drawing up the prospectus chooses to give its consent to all financial intermediaries. |
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2. |
Where a financial intermediary does not comply with the conditions attached to consent as disclosed in the prospectus, a new prospectus shall be required in accordance with the second paragraph of Article 3(2) of Directive 2003/71/EC. |
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[Note: See transitional provisions in Regulation (EU) No 862/2012] |
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 100 0002; 2 |
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(3) |
debt and derivative securities registration document schedule for securities with a denomination per unit at least EUR 100 0002. 2 |
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23. |
The issuer, the offeror and the person asking for admission to trading on a regulated market may choose to draw up a prospectus in accordance with the proportionate schedules set out in Annexes XXIII to XXIX instead of the schedules set out in Annexes I, III, IV, IX, X and XI as described in the second subparagraph provided that the respective conditions laid down in Articles 26a, 26b and 26c are fulfilled. |
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Where the issuer, the offeror and the person asking for admission to trading on a regulated market makes that choice: |
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(a) |
the reference to Annex I in Annex XVIII shall be read as a reference to Annexes XXIII or XXV; |
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(b) |
the reference to Annex III in Annex XVIII shall be read as a reference to Annex XXIV; |
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(c) |
the reference to Annex IV in Annex XVIII shall be read as a reference to Annex XXVI; |
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(d) |
the reference to Annex IX in Annex XVIII shall be read as a reference to Annex XXVII; |
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(e) |
the reference to Annex X in Annex XVIII shall be read as a reference to Annex XXVIII; |
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(f) |
the reference to Annex XI in Annex XVIII shall be read as a reference to Annex XXIX. |
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 using one or a combination of schedules and building blocks provided for in this Regulation according to the combinations for various types of securities set out in Annex XVIII.2 2 |
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A base prospectus shall contain the information items required in Annexes I to XVII, Annex XX and Annexes XXIII to XXX depending on the type of issuer and securities involved. Competent authorities shall not require that a base prospectus contains information items which are not included in Annexes I to XVII, Annex XX or Annexes XXIII to XXX.3 223 |
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In order to ensure conformity with the obligation referred to in Article 5(1) of Directive 2003/71/EC, the competent authority of the home Member State, when approving a base prospectus in accordance with Article 13 of that Directive, may, on a case by case basis, require the information provided by the issuer, the offeror or the person asking for admission to trading on a regulated market to be completed for each of the information items.2 2 |
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2Where the issuer, the offeror or the person asking for the admission to trading on a regulated market is required to include a summary in a base prospectus, in accordance with Article 5(2) of Directive 2003/71/EC, the competent authority of the home Member State, when approving the base prospectus in accordance with Article 13 of that Directive, may, on a case-by-case basis, require certain information provided in the base prospectus to be included in the summary. |
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21a. |
The base prospectus may contain options with regard to information categorised as Category A, Category B and Category C, required by the relevant securities note schedules and building blocks, and set out in Annex XX. The final terms shall determine which of these options is applicable to the individual issue, by referring to the relevant sections of the base prospectus or by replicating such information. |
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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 following:2 2 |
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2(a) |
within the various securities notes schedules according to which the base prospectus is drawn up, the information items in Categories B and C listed in Annex XX. When an item is not applicable to a prospectus, the item shall appear in the final terms with the mention "not applicable; |
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2(b) |
on a voluntary basis, any “additional information” set out in Annex XXI; |
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2(c) |
any replication of, or reference to options already provided for in the base prospectus which are applicable to the individual issue. |
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2The final terms shall not amend or replace any information in the base prospectus. |
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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: |
|
(1) |
indication on the information that will be included in the final terms;2 |
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2(1a) |
a section containing a template, the "form of the final terms", which has to be filled out for each individual issue; |
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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. |
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2Where the issuer needs to prepare a supplement concerning information in the base prospectus that relates to only one or several specific issues, the right of investors to withdraw their acceptances pursuant to Article 16(2) of Directive 2003/71/EC shall only apply to the relevant issues and not to any other issues of securities under the base prospectus. |
2[Note: See transitional provisions in Regulation (EU) No 862/2012]3
5Article 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 [FCA], 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 [FCA] 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 [FCA]. |
The [FCA] 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 [FCA] 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. |