Related provisions for DTR 7.2.8B
Section 87G of the Act provides that:
(1) |
Subsection (2) applies if, during the relevant period, there arises or is noted a significant new factor, material mistake or inaccuracy relating to the information included in a prospectus approved by the [FCA]. |
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(2) |
The person on whose application the prospectus was approved must, in accordance with prospectus rules, submit a supplementary prospectus containing details of the new factor, mistake or inaccuracy to the [FCA] for its approval. |
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(3) |
The relevant period begins when the prospectus is approved by the [FCA] and ends – |
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(a) |
with the closure of the offer of the transferable securities to which the prospectus relates; or |
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(b) |
when trading in those securities on a regulated market begins. |
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4(3A) |
But where the prospectus relates both to an offer of transferable securities to the public and the admission of those securities to trading on a regulated market, subsection (3) does not apply and the relevant period beings when the prospectus is approved and ends with the later of - |
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(a) |
the closure of the offer to the public to which the prospectus relates; or |
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(b) |
the time when trading in those securities on a regulated market begins. |
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(4) |
"Significant" means significant for the purposes of making an informed assessment of the kind mentioned in section 87A(2). |
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(5) |
Any person responsible for the prospectus who is aware of any new factor, mistake or inaccuracy which may require the submission of a supplementary prospectus in accordance with subsection (2) must give notice of it to – |
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(a) |
the issuer of the transferable securities to which the prospectus relates, and |
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(b) |
the person on whose application the prospectus was approved. |
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(6) |
A supplementary prospectus must provide sufficient information to correct any mistake or inaccuracy which gave rise to the need for it. |
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(7) |
Subsection (1) applies also to information contained in any supplementary prospectus published under this section. |
Commission Delegated Regulation (EU) No 382/2014 supplementing Directive 2003/71/EC of the European Parliament and of the Council with regard to regulatory technical standards for publication of supplements to the prospectus provides that:
Recital 5 |
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It is not possible to identify all the situations in which a supplement to the prospectus is required as this may depend on the issuer and securities involved. Therefore, it is appropriate to specify the minimum situations where a supplement is required. |
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Article 2 |
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Obligation to publish a supplement |
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A supplement to the prospectus shall be published in the following situations: |
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(a) |
where new annual audited financial statements are published by any of the following: |
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(1) |
an issuer where a prospectus relates to shares and other transferable securities equivalent to shares referred to in Article 4(2)(1) of Regulation (EC) No 809/2004; |
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(2) |
an issuer of the underlying shares or other transferable securities equivalent to shares in case of equity securities complying with the conditions set out in Article 17(2) of Regulation (EC) No 809/2004; |
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(3) |
an issuer of the underlying shares where the prospectus is drawn up in accordance with the depository receipt schedule, set out in Annex X or XXVIII of Regulation (EC) No 809/2004; |
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(b) |
where an amendment to a profit forecast or a profit estimate already included in the prospectus is published by any of the following: |
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(1) |
an issuer where a prospectus relates to shares and other transferable securities equivalent to shares referred to in Article 4(2)(1) of Regulation (EC) No 809/2004; |
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(2) |
an issuer of the underlying shares or other transferable securities equivalent to shares where a prospectus relates to equity securities complying with the conditions set out in Article 17(2) of Regulation (EC) No 809/2004; |
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(3) |
an issuer of the underlying shares where the prospectus is drawn up in accordance with the depository receipt schedule, set out in Annex X or XXVIII to Regulation (EC) No 809/2004; |
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(c) |
where there is a change in control in respect of any of the following: |
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(1) |
an issuer where a prospectus relates to shares and other transferable securities equivalent to shares referred to in Article 4(2)(1) of Regulation (EC) No 809/2004: |
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(2) |
an issuer of the underlying shares or other transferable securities equivalent to shares where a prospectus relates to equity securities complying with the conditions set out in Article 17(2) of Regulation (EC) No 809/2004; |
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(3) |
an issuer of the underlying shares where a prospectus is drawn up in accordance with a depository receipt schedule, set out in Annex X or XXVIII to Regulation (EC) No 809/2004; |
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(d) |
where there is any new public takeover bid by third parties, as defined in Article 2(1)(a) of Directive 2004/25/EC of the European Parliament and the Council and the outcome of any public takeover bid in respect of any of the following: |
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(1) |
the equity of the issuer where a prospectus relates to shares and other transferable securities equivalent to shares referred to in Article 4(2)(1) of Regulation (EC) No 809/2004; |
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(2) |
the equity of the issuer of the underlying shares or other transferable securities equivalent to shares where a prospectus relates to equity securities complying with the conditions set out in Article 17(2) of Regulation (EC) No 809/2004; |
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(3) |
the equity of the issuer of the underlying shares where a prospectus is drawn up in accordance with the depository receipt schedule, set out in Annex X or XXVIII to Regulation (EC) No 809/2004; |
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(e) |
where in relation to shares and other transferable securities equivalent to shares referred to in Article 4(2)(1) of Regulation (EC) No 809/2004 and convertible or exchangeable debt securities which are equity securities complying with the conditions set out in Article 17(2) of that Regulation there is a change in the working capital statement included in a prospectus when the working capital becomes sufficient or insufficient for the issuer’s present requirements; |
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(f) |
where an issuer is seeking admission to trading on (an) additional regulated market(s) in (an) additional Member State(s) or is intending to make an offer to the public in (an) additional Member State(s) other than the one(s) provided for in the prospectus; |
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(g) |
where a new significant financial commitment is undertaken which is likely to give rise to a significant gross change within the meaning of Article 4a(6) of Regulation (EC) No 809/2004 and the prospectus relates to shares and other transferable securities equivalent to shares referred to in Article 4(2)(1) of that Regulation and other equity securities complying with the conditions set out in Article 17(2) of that Regulation; |
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(h) |
where the aggregate nominal amount of the offering programme is increased. |
An issuer or other person should consult with the FCA at the earliest possible stage if they:
- (1)
are in doubt about how the transparency rules apply in a particular situation; or
- (2)
consider that it may be necessary for the FCA to dispense with or modify a transparency rule.
Schedule to the Recognition Requirements Regulations, Paragraph 4(2)(c)
4Without prejudice to the generality of sub-paragraph [4(1)], the [UK RIE] must ensure that - |
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(c) |
appropriate arrangements are made forrelevant informationto be made available (whether by the [UK RIE] or, where appropriate, byissuersof the [specified investments]) topersonsengaged indealingin [specified investments] on the [UK RIE]; |
7Schedule to the Recognition Requirements Regulations, Paragraph 9ZB
[Note: This paragraph is relevant to regulated markets only. See REC 2.16A regarding MTFs or OTFs.]
(1) |
The rules of the [UK RIE] must ensure that all - |
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(a) |
[financial instruments] admitted to trading on a [regulated market] operated by it are capable of being traded in a fair, orderly and efficient manner; |
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(b) |
[transferable securities] admitted to trading on a [regulated market] operated by it are freely negotiable; and |
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(c) |
contracts for derivatives admitted to trading on a [regulated market] operated by it are designed so as to allow for their orderly pricing as well as for the existence of effective settlement conditions. |
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[Note:MiFID RTS 17 specifies further conditions for financial instruments to be admitted to trading on regulated markets] |
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(2) |
The rules of the [UK RIE] must provide that where the [UK RIE], without obtaining the consent of the issuer, admits to trading on a regulated market operated by it a transferable security which has been admitted to trading on another regulated market, the [UK RIE] - |
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(a) |
must inform the issuer of that security as soon as is reasonably practicable; and |
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(b) |
may not require the issuer of that security to demonstrate compliance with the disclosure obligations. |
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(3) |
The [UK RIE] must maintain effective arrangements to verify that issuers of transferable securities admitted to trading on a regulated market operated by it comply with the disclosure obligations. |
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(4) |
The [UK RIE] must maintain arrangements to assist members of or participants in a regulated market operated by it to obtain access to information made public under the disclosure obligations. |
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(5) |
The [UK RIE] must maintain arrangements to regularly review regularly whether financial instruments admitted to trading on a regulated market operated by it comply with the admission requirements for those instruments. |
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[Note: see MiFID RTS 17] |
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(6) |
In this paragraph - |
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“the disclosure obligations” are the initial ongoing and ad hoc disclosure requirements contained in- |
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(a) |
Articles 17, 18 and 19 of the market abuse regulation; |
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(b) |
Articles 3, 5, 7, 8, 14 and 16 of Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 on the prospectuses to be published when securities are offered to the public or admitted to trading; |
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(c) |
Articles 4 to 6, 15 and 16 to 19 of Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 relating to harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market; and |
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(d) |
EU legislation made under the provisions mentioned in paragraphs (a) to (c); |
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and the legislation referred to in paragraphs (b) and (c) is given effect- |
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(a) |
in the United Kingdom by Part 6 of the [Financial Services and Markets Act 2000] Act and Part 6 rules (within the meaning of section 73A of the Act); or |
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(b) |
in another EEA State by legislation transposing the relevant Articles in that State. |
Section 87B(1) of the Act sets out when the FCA may authorise the omission of information from a prospectus:
(1) |
The [FCA] may authorise the omission from a prospectus of any information, the inclusion of which would otherwise be required, on the ground – |
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(a) |
that its disclosure would be contrary to the public interest; |
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(b) |
that its disclosure would be seriously detrimental to the issuer, provided that the omission would be unlikely to mislead the public with regard to any facts or circumstances which are essential for an informed assessment of the kind mentioned in section 87A(2); or |
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(c) |
that the information is only of minor importance for a specific offer to the public or admission to trading on a regulated market and unlikely to influence an informed assessment of the kind mentioned in section 87A(2). |