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PR 2.1 General contents of prospectus

General contents of prospectus

PR 2.1.1UKRP

1Sections 87A(2), (3) and (4) of the Act provide for the general contents of a prospectus:

(2)

The necessary information is the information necessary to enable investors to make an informed assessment of –

(a)

the assets and liabilities, financial position, profits and losses, and prospects of the issuer of the transferable securities and of any guarantor; and

(b)

the rights attaching to the transferable securities.

(3)

The necessary information must be presented in a form which is comprehensible and easy to analyse.

(4)

The necessary information must be prepared having regard to the particular nature of the transferable securities and their .

Summary

PR 2.1.2UKRP

Sections 87A(5) and (6) of the Act set out the requirement for a summary to be included in a prospectus:

(5)

The prospectus must include a summary (unless the transferable securities in question are ones in relation to which prospectus rules provide that a summary is not required).

(6)

The summary must, briefly and in non-technical language, convey the essential characteristics of, and risks associated with, the issuer, any guarantor and the transferable securities to which the prospectus relates.

When a summary is not required

PR 2.1.3RRP

In accordance with section 87A(5) of the Act, a summary is not required for a prospectus relating to non-equity transferable securities that have a denomination of at least 50,000 Euros(or an equivalent amount) if the prospectus relates to an admission to trading. [Note: article 5.2 PD]

Contents of summary

PR 2.1.4EURP

Article 24 of the PD Regulation provides for how the contents of the summary are to be determined:

Content of the summary of prospectus and base prospectus

The issuer, the offeror or the person asking for admission to trading on a regulated market shall determine on its own the detailed content of the summary to the prospectus or base prospectus referred to in [section 87A of the Act].

PR 2.1.5G

The summary should generally not exceed 2 500 words. [Note: recital 21 PD]

PR 2.1.6RRP

The summary must be in the language in which the prospectus was originally drawn up. [Note: article 19.2 PD]

Note: PR 4.1 sets out rules about the language in which the prospectus must be drawn up.

Note: Article 19.2 of the prospectus directive also allows the competent authority of a Host State to require that the summary be translated into its official language(s). The FSA as competent authority of a Host State requires a summary to be translated into English under PR 4.1.6 R.

PR 2.1.7RRP

The summary must also contain a warning to the effect that:

  1. (1)

    it should be read as an introduction to the prospectus;

  2. (2)

    any decision to invest in the transferable securities should be based on consideration of the prospectus as a whole by the investor;

  3. (3)

    where a claim relating to the information contained in a prospectus is brought before a court, the plaintiff investor might, under the national legislation of the EEA States, have to bear the costs of translating the prospectus before the legal proceedings are initiated; and

  4. (4)

    civil liability attaches to those persons who are responsible for the summary including any translation of the summary, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the prospectus. [Note: article 5.2PD]