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Status: Please note you should read all Brexit changes to the FCA Handbook and BTS alongside the main FCA transitional directions. Where these directions apply the 'standstill', firms have the choice between complying with the pre-IP completion day rules, or the post-IP completion day rules. To see a full list of Handbook modules affected, please see Annex B to the main FCA transitional directions.

PR 5.1 Validity of prospectus

Validity of prospectus

PR 5.1.1 R RP

1A prospectus is valid for 12 months after its approval2 for an offer or an admission to trading, provided that the prospectus is updated by a supplementary prospectus (if required) under section 87G of the Act. [Note: article 9.1 PD]

2
PR 5.1.2 R RP

For an offering programme, the base prospectus is valid for a period of up to 12 months after it is filed. [Note: article 9.2 PD]

PR 5.1.3 R RP

For non-equity transferable securities referred to in PR 2.2.7 R (2), the prospectus is valid until no more of the transferable securities concerned are issued in a continuous or repeated manner. [Note: article 9.3 PD]

PR 5.1.4 R RP

A registration document is valid for a period of up to 12 months after it is filed and approved,2 provided that it has been updated in accordance with PR 2.2.5 R and PR 3.4.2 R2. [Note: article 9.4 PD]

PR 5.6 Miscellaneous

Information to be disclosed to all investors to whom offer addressed

PR 5.6.1 R RP

Where, in relation to an offer in the United Kingdom, no prospectus is required under the Act, the issuer and offeror must ensure that material information they provide to qualified investors or special categories of investors, including information disclosed in the context of meetings relating to offers, is disclosed to all qualified investors or special categories of investors to whom the offer is exclusively addressed. [Note: article 15.5 PD]

PR 5.6.2 G RP

Where a prospectus is required to be made available to the public under the Act, information referred to in PR 5.6.1 R should be included in the prospectus or in a supplementary prospectus.

Exercise of powers under section 87K or 87L of the Act

PR 5.6.3 G RP

Under sections 87K and 87L of the Act, the FCA has various powers including powers to prohibit or suspend an offer and to prohibit or suspend an advertisement. The FCA will use these powers if it is necessary to protect investors or the smooth operation of the market is, or may be, jeopardised.

Calculation of amounts not denominated in euros

PR 5.6.4 R RP

For the purposes of these rules, an amount (in relation to an amount denominated in euros) is an “equivalent amount” if it is an amount of equal value denominated wholly or partly in another currency or unit of account, calculated at:

  1. (1)

    in relation to a prospectus drawn up as a single document, the date on which the prospectus is approved;

  2. (2)

    in relation to a prospectus consisting of a registration document together with a securities note and a summary, the date on which the registration document is approved;

  3. (3)

    in relation to a prospectus consisting of a base prospectus and final terms of the offer, the date on which the final terms are filed.

1Property valuation reports1

PR 5.6.5 G RP

1To comply with paragraph 130 of the ESMA Prospectus Recommendations,3 the FCA would expect a valuation report for a property company to be in accordance with either:

1 2 3
  1. (1)

    the Appraisal and Valuation Standards (5th edition) issued by the Royal Institution of Chartered Surveyors; or

  2. (2)

    the International Valuation Standards (7th edition) issued by the International Valuation Standards Committee.

PR 5.6.6 G RP

1To comply with paragraph 2.7 of Annex XV of the PD Regulation, the FCA would also expect a valuation report for a property collective investment undertaking to comply with a relevant standard set out in PR 5.6.5 G.