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PR 5.2 Annual information update

Annual information update

PR 5.2.1R

An issuer whose transferable securities are admitted to trading and in relation to whom the United Kingdom is the Home State must at least annually prepare a document (an annual information update) that refers to or contains all information that has been published or made available to the public over the previous 12 months in one or more EEA States and in third countries in compliance with its obligations under Community and national laws and rules dealing with the regulation of securities, issuers of securities and securities markets. [Note: article 10.1 PD]

PR 5.2.2R

PR 5.2.1 R does not apply in relation to non-equity transferable securities whose denomination per unit amounts to at least 50,000 Euros (or an equivalent amount), unless the issuer of the securities has elected by notice in writing sent to the FSA to comply with PR 5.2. 1 [Note: article 10.3 PD]

1

Note: A copy of an election form may be found on the UKLA section of the FSA website.1

PR 5.2.2AR

1If an issuer elects under PR 5.2.2 R to comply with PR 5.2 it must comply with the requirements in PR 5.2 (and the relevant requirements of the PD regulation as if they applied to it) on an ongoing basis until it withdraws the election. An issuer may withdraw the election by notice in writing given to the FSA, but may not do so within three years from the date of making the initial election.

PR 5.2.3G

The FSA would expect the annual information update to refer to or contain information that is published or made available under:

  1. (1)

    Part 6 of the Act;

  2. (2)

    Part 6 rules;

  3. (3)

    Regulation No 1606/2002 on the application of international accounting standards;

  4. (4)

    the Companies Act 20061 or, for an overseas company, the relevant companies legislation of the place where it is incorporated, relating to the regulation of securities, issuers and securities markets; and

    1
  5. (5)

    laws and rules of other EEA States and third countries that relate to the regulation of securities, issuers of securities and securities markets. [Note: article 10.1 PD]

Details to be provided in information update

PR 5.2.4G

The annual information update may refer to information rather than including that information.

PR 5.2.5R

If the annual information update refers to information it must state where the information can be obtained. [Note: article 10.2 PD]

PR 5.2.6G

If the annual information update refers to information it should also:

  1. (1)

    give a short description of the nature of the information; and

  2. (2)

    specify the date and place of filing (if applicable), and the date of publication, of the information.

PR 5.2.7EU

Article 27 (3) of the PD Regulation provides for the following statement to be included in the annual information update:

3.

The document shall include a statement indicating that some information may be out-of-date, if such is the case.

Filing and publication of information update

PR 5.2.8R

The issuer must file the annual information update with the FSA by notifying it to a RIS. [Note: article 10.2 PD]

PR 5.2.9EU

Articles 27 (1) and (2) of the PD Regulation provide for when the annual information update must be filed and published and for the method of publication.

Publication of the [annual information update]

1.

The [annual information update] shall be made available to the public, at the choice of the issuer, the offeror or the person asking for admission to trading on a regulated market, through one of the means permitted under [PR 3.2.4 R to PR 3.2.6 R] in the home Member State of the issuer.

2.

The document shall be filed with the competent authority of the home Member State and made available to the public at the latest 20 working days after the publication of the annual financial statements in the home Member State.