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PR 3.1 Approval of prospectus

Applying for approval

PR 3.1.1R

1An applicant must submit to the FCA the following information:

  1. (1)

    a completed form A;

  2. (2)

    the prospectus;

  3. (3)

    if the order of items in the prospectus does not coincide with the order in the schedules and building blocks in the PD Regulation, a cross reference list identifying the pages where each item can be found in the prospectus;

  4. (4)

    a letter identifying any items from the schedules and building blocks that have not been included because they are not applicable;

  5. (5)

    if information is incorporated in the prospectus by reference to another document, a copy of the document (annotated to indicate which item of the schedules and building blocks in the PD Regulation it relates to);

  6. (6)

    if the applicant is requesting the FCA to authorise the omission of information from the prospectus, the information required by PR 2.5.3 R;

  7. (7)

    [deleted]3

    3
  8. (8)

    [deleted]5

    335
  9. (9)

    contact details of individuals who are:

    1. (a)

      sufficiently knowledgeable about the documentation to be able to answer queries from the FCA; and

    2. (b)

      available to answer queries between the hours of 7 a.m. and 6 p.m.; and

  10. (10)

    any other information that the FCA may require.

PR 3.1.2G

FEES 3 sets out the relevant application fee payable to the FCA.2

2
PR 3.1.2ARRP

6An applicant must take all reasonable care to ensure that any prospectus submitted for approval, for which it is responsible, contains:

  1. (1)

    the necessary information as required under section 87A of the Act; and

  2. (2)

    the information items required in Annexes I to XVII and Annexes XX to XXX of the PD regulation, as appropriate to its application.

PR 3.1.2BRRP

6An applicant must take all reasonable care to ensure that any prospectus submitted for approval for which it is responsible is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import.

When information must be submitted

PR 3.1.3RRP
  1. (1)

    The applicant must submit to the FCA by the date specified in paragraph (2):

    1. (a)

      the completed form A in final form;

    2. (b)

      the relevant fee; and

    3. (c)

      the other information referred to in PR 3.1.1 R in draft form.

  2. (2)

    The date referred to in paragraph (1) is:

    1. (a)

      at least 10 working days before the intended approval date of the prospectus; or

    2. (b)

      at least 20 working days before the intended approval date of the prospectus if the applicant does not have transferable securities admission to trading and has not previously made an offer; or

    3. (c)

      as soon as practicable in the case of a supplementary prospectus.

  3. (3)

    The applicant must submit to the FCA the information referred to in paragraph (1)(c) in final form before midday on the day on which approval is required to be granted.

Drafts of documents

PR 3.1.4R

Drafts of documents must be submitted to the FCA:

  1. (1)

    in a substantially complete form;

  2. (2)

    in duplicate in hard copy or an agreed electronic format; and

  3. (3)

    annotated in the margin to indicate compliance with all applicable requirements of Part 6 of the Act and these rules.

PR 3.1.5R

If further drafts of documents are required, they must be submitted to the FCA:

  1. (1)

    marked to show all changes made since the last draft was reviewed by the FCA;

  2. (2)

    marked to show all changes made to the documents as a consequence of the FCA's comments (in a way that differentiates those changes from other changes);

  3. (3)

    in duplicate in hard copy or an agreed electronic format; and

  4. (4)

    annotated in the margin to indicate compliance with all applicable requirements of the Act and these rules.

Copy of resolution to be kept3

PR 3.1.5ARRP

3An applicant must keep a copy of the board resolution allotting or issuing the transferable securities for six years after the application for approval of the prospectus for those securities.

Request for certificate of approval

PR 3.1.6GRP

If an applicant wishes the FCA to provide a certificate of approval to another competent authority at the time the prospectus is approved, it should include a request for the supply of the certificate with its application for approval of the prospectus (PR 5.3.2 R sets out the requirements for such a request).

Approval of prospectus

PR 3.1.7UKRP

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

(1)

The [FCA] 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 3.1.8G

The FCA will only approve a prospectus when it considers that the information provided with the application is complete and is in final form.

Note: Section 87C of the Act sets out time limits for the FCA to notify an applicant of its decision on an application for approval.

Decision-making procedures

PR 3.1.9RRP

The FCA will follow the executive procedures for statutory notice decisions and statutory notice associated decisions if it:

  1. (1)

    proposes to refuse to approve a prospectus; or

  2. (2)

    decides to refuse to approve a prospectus after having given the applicant a written notice.

Note: DEPP 44 sets out the executive procedures for statutory notice decisions and statutory notice associated decisions.

4

Prospectus not to be published until approved

PR 3.1.10RRP

A prospectus must not be published until it has been approved by the FCA. [ Note: article 13.1 PD ]

Prospectus comprising separate documents

PR 3.1.11RRP

If the prospectus is not a single document but is comprised of separate documents:

  1. (1)

    an application for approval may relate to one or more of those separate documents; and

  2. (2)

    a reference in this section to a prospectus is, unless the context otherwise requires, to be taken to be a reference to the document or documents to which the application relates.

Transfer to another competent authority

PR 3.1.12RRP
  1. (1)

    A person seeking to have the function of approving a prospectus transferred to the competent authority of another EEA State must make a written request to the FCA at least 10 working days before the date the transfer is sought.

  2. (2)

    The request must:

    1. (a)

      set out the reasons for the proposed transfer;

    2. (b)

      state the name of the competent authority to whom the transfer is sought; and

    3. (c)

      include a copy of the draft prospectus.

PR 3.1.13GRP

The FCA will consider transferring the function of approving a prospectus to the competent authority of another EEA State:

  1. (1)

    if requested to do so by the issuer, offeror or person requesting admission or by another competent authority; or

  2. (2)

    in other cases if the FCA considers it would be more appropriate for another competent authority to perform that function.

Vetting of equivalent documents

PR 3.1.14RRP

A person who wishes the FCA to vet an equivalent document referred to in PR 1.2.2 R (2) or (3) or PR 1.2.3R (3) or (4) must submit to the FCA:

  1. (1)

    a copy of the document;

  2. (2)

    a cross reference list identifying the pages in the document where each item that is equivalent to the disclosure requirements for a prospectus may be found;

  3. (3)

    contact details of individuals who are:

    1. (a)

      sufficiently knowledgeable about the documentation to be able to answer queries from the FCA; and

    2. (b)

      available to answer queries between the hours of 7 a.m. and 6 p.m.; and

  4. (4)

    any other information that the FCA may require.

PR 3.1.15RRP

The person must submit the documents referred to in PR 3.1.14 R at least ten working days before the date on which it wishes the vetting to be completed or at least 20 working days before that date if the person does not have transferable securities admitted to trading and has not previously made an offer3.

PR 3.1.16GRP

FEES 3 sets out the relevant fee payable in relation to the vetting of an equivalent document or a summary document.2