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PR 3.2 Filing and publication of prospectus

Filing of prospectus4

PR 3.2.1 R

After a prospectus is approved by the FCA, it must be filed with the FCA at the same time it is made available to the public in line with PR 3.2.2 R or PR 3.2.3 R (as applicable) or, if earlier, within 24 hours of receipt of the notification of the approval by the issuer, offeror or person requesting admission4. [ Note: articles 14.1 and 16.1 of PD ]

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PR 3.2.1A R

4A prospectus must be filed with the FCA by uploading it to the system identified by the FCA on its website as the national storage mechanism for regulatory announcements and certain documents published by issuers.

Publication4

PR 3.2.2 R

Except as provided in PR 3.2.3 R, the prospectus must be made available to the public as soon as practicable, and in any case, at a reasonable time in advance of, and at the latest at the beginning of, the offer or the admission to trading of the transferable securities involved. [ Note: article 14.1 PD ]

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PR 3.2.3 R

In the case of an initial public offer of a class of shares not already admitted to trading that is to be admitted to trading for the first time, the prospectus must be made available to the public at least six working days before the end of the offer. [ Note: article 14.1 PD ]

Method of publishing

PR 3.2.4 R

A prospectus is deemed to be made available to the public for the purposes of 4PR 3.2.2 R4 to PR 3.2.3 R when published either:

  1. (1)

    by insertion in one or more newspapers circulated throughout, or widely circulated in, the EEA States in which the offer is made or the admission to trading is sought; or

  2. (2)

    in a printed form to be made available, free of charge, to the public at the offices of the regulated market on which the transferable securities are being admitted to trading, or at the registered office of the issuer and at the offices of the financial intermediaries placing or selling the transferable securities, including paying agents; or

  3. (3)

    in electronic form on the issuer's website or,1 if applicable, on the website of the financial intermediaries placing or selling the transferable securities, including paying agents; or

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  4. (4)

    in an electronic form on the website of the regulated market where the admission to trading is sought. [Note: article 14.2 PD]

PR 3.2.4A R

3 1A person publishing5 a prospectus in accordance with PR 3.2.4R (1) or (2) must also publish their prospectus electronically in accordance with PR 3.2.4R (3).

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[Note: article 14.2 PD]

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PR 3.2.5 R

The text and the format of the prospectus made available to the public, must at all times be identical to the original version approved by the FCA. [Note: article 14.6 PD]

PR 3.2.6 R

If the prospectus is made available by publication in electronic form, a paper copy must nevertheless be delivered to the investor, upon his request and free of charge, by the issuer, the offeror, the person requesting admission or the financial intermediaries placing or selling the transferable securities. [ Note: article 14.7 PD ]

PR 3.2.6A EU

6Commission Delegated Regulation (EU) 2016/301 provides that:

6Recital 7

…Requiring investors to agree to a disclaimer limiting legal liability, pay a fee or go through a registration process to gain access to the prospectus impedes easy accessibility and should not be permitted. Filters warning in which jurisdictions an offer is being made and requiring investors to disclose their country of residence or indicate that they are not resident in a particular country or jurisdiction should not be considered as disclaimers limiting legal liability.

Article 6

Publication of the prospectus in electronic form

1.

When published in electronic form pursuant to points (c), (d) or (e) of Article 14(2) of Directive 2003/71/EC, the prospectus, whether a single document or comprising several documents, shall:

(a)

be easily accessible when entering the website;

(b)

be in searchable electronic format that cannot be modified;

(c)

not contain hyperlinks with the exception of links to the electronic addresses where information incorporated by reference is available;

(d)

be downloadable and printable.

2.

Where a prospectus containing information incorporated by reference is published in electronic form, it shall include hyperlinks to each document containing information incorporated by reference or to each webpage on which that document is published.

3.

If a prospectus for offer of securities to the public is made available on the websites of issuers or financial intermediaries or of regulated markets, these shall take measures to avoid targeting residents in Member States or third countries where the offer of securities to the public does not take place, such as the insertion of a disclaimer as to who are the addressees of the offer.

4.

Access to the prospectus published in electronic form shall not be subject to:

(a)

completion of a registration process;

(b)

acceptance of a disclaimer limiting legal liability;

(c)

payment of a fee.

Article 7

Publication of final terms

The publication method for final terms related to a base prospectus does not have to be the same as the one used for the base prospectus as long as the publication method used is one of the methods indicated in Article 14 of Directive 2003/71/EC.

Article 8

Publication in newspapers

1.

In order to comply with point (a) of Article 14(2) of Directive 2003/71/EC the publication of a prospectus shall be made in a general or financial information newspaper having national or supra-regional scope.

2.

If the competent authority is of the opinion that the newspaper chosen for publication does not comply with the requirements set out in paragraph 1, it shall determine a newspaper whose circulation is deemed appropriate for this purpose taking into account, in particular, the geographic area, number of inhabitants and reading habits in each Member State.

FCA will publish list of approved prospectuses

PR 3.2.7 G

The FCA will publish on its website, a list of prospectuses approved over the previous 12 months. The list will include, 6if applicable, a hyperlink to the prospectus published on the issuer's or regulated market's website. [ Note: article 14.4 PD ]

Prospectus comprising separate documents etc

PR 3.2.8 R

If a prospectus consists of several documents or incorporates information by reference, the documents and information making up the prospectus may be published and circulated separately if the documents are made available, free of charge, to the public, in accordance with PR 3.2.4 R. Each document must indicate where the other constituent documents of the full prospectus may be obtained. [ Note: article 14.5 PD ]

PR 3.2.9 EU

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