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PR 3.3 Advertisements

Application

PR 3.3.1 R

PR 3.3.2 R to PR 3.3.4 R only apply to an offer, or to an admission to trading of transferable securities, for which:

  1. (1)

    a prospectus is required to be made available to the public under section 85 of the Act; or

  2. (2)

    a person elects to have a prospectus under section 87 of the Act. [ Note: article 15.1 PD ]

Advertisements

PR 3.3.2 R

An advertisement relating to an offer or to an admission to trading must not be issued unless:

  1. (1)

    it states that a prospectus has been or will be published and indicates where investors are, or will be, able to obtain it;

  2. (2)

    it is clearly recognisable as an advertisement;

  3. (3)

    information in the advertisement is not inaccurate, or misleading; and

  4. (4)

    information in the advertisement is consistent with the information contained in the prospectus, if already published, or with the information required to be in the prospectus, if the prospectus is published afterwards. [ Note: articles 15.1, 15.2 and 15.3 of PD ]

PR 3.3.3 G

To comply with PR 3.3.2 R, a written advertisement should also contain a bold and prominent statement to the effect that it is not a prospectus but an advertisement and investors should not subscribe for any transferable securities referred to in the advertisement except on the basis of information in the prospectus.

PR 3.3.3A EU

2Article 11 of Commission Delegated Regulation (EU) 2016/301 provides that:

2Article 11

Dissemination of advertisements

1.

Where an advertisement relating to an offer to the public or an admission to trading on a regulated market has been disseminated, and a supplement to the prospectus is subsequently published, due to the arising or noting of a significant new factor, material mistake or inaccuracy relating to the information included in the prospectus, an amended advertisement shall be disseminated if the significant new factor, material mistake or inaccuracy relating to the information included in the prospectus renders the contents of the previously disseminated advertisement inaccurate or misleading.

2.

An amended advertisement shall make reference to the previous advertisement, specifying that the previous advertisement has been amended due to it containing inaccurate or misleading information and specifying the differences between the two versions of the advertisement.

3.

An amended advertisement shall be disseminated without undue delay following the publication of the supplement. With the exception of orally disseminated advertisements, an amended advertisement shall be disseminated, at a minimum, through the same means as the original advertisement.

The obligation to amend an advertisement shall not apply after the final closing of the offer to the public or after the time when trading on a regulated market begins, whichever occurs later.

4.

Where no prospectus is required in accordance with Directive 2003/71/EC, any advertisement shall include a warning to that effect unless the issuer, offeror or person asking for admission to trading on a regulated market chooses to publish a prospectus which complies with Directive 2003/71/EC, Regulation (EC) No 809/2004 and this Regulation.

Other information disclosed must be consistent with prospectus

PR 3.3.4 R

All information concerning an offer or an admission to trading disclosed in an oral or written form (even if not for advertising purposes), must be consistent with that contained in the prospectus. [ Note: article 15.4 PD ]

PR 3.3.5 EU

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PR 3.3.6 EU

[deleted] 2

1
PR 3.3.7 EU

2Article 12 of Commission Delegated Regulation (EU) 2016/301 provides that:

2Article 12

Consistency for the purposes of Article 15(4) of Directive 2003/71/EC

Information disclosed in an oral or written form about the offer to the public or admission to trading on a regulated market, whether for advertisement or other purposes, shall not:

(a)

contradict the information contained in the prospectus;

(b)

refer to information which contradicts that contained in the prospectus;

(c)

present a materially unbalanced view of the information contained in the prospectus, including by way of omission or presentation of negative aspects of such information with less prominence than the positive aspects;

(d)

contain alternative performance measures concerning the issuer, unless they are contained in the prospectus.

For the purposes of points (a) to (d), information contained in the prospectus shall consist of information included in the prospectus, where already published, or information to be included in the prospectus, where the prospectus is published at a later date.

For the purposes of point (d), alternative performance measures shall consist of performance measures which are financial measures of historical or future financial performance, financial position, or cash flows, other than financial measures defined in the applicable financial reporting framework.