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.

PRR 1.1 Preliminary

Application

PRR 1.1.1R
  1. (1)

    1The rules and guidance in this sourcebook, except for the rules and guidance in PRR 4.1, only apply 2in relation to:

    1. (a)

      an offer, or a request for admission to trading of transferable securities, in respect of which article 3 of the Prospectus Regulation applies (other than an exempt offer under section 86 of the Act or article 1 of the Prospectus Regulation)2;

    2. (b)

      an offer, or a request for admission to trading of transferable securities, where under article 4 of the Prospectus Regulation a person has elected to have a prospectus in relation to the transferable securities2; and

    3. (c)

      an offer, or a request for admission to trading of transferable securities, not referred to in paragraphs (a) or (b)2.

  2. (2)

    [deleted]2

Persons responsible for complying with rules

PRR 1.1.2R

1A person must comply with all rules that are specified as being applicable to them.

PRR 1.1.3R

1If a rule does not specify who is responsible for complying with it, then the following persons must comply with it:

  1. (1)

    in relation to an offer:

    1. (a)

      the issuer; and

    2. (b)

      the offeror (if this is a person other than the issuer);

  2. (2)

    in relation to a request for the admission to trading of transferable securities:

    1. (a)

      the issuer; and

    2. (b)

      the person requesting admission to trading (if this is a person other than the issuer).

PRR 1.1.4R

1An issuer is not responsible under PRR 1.1.3R (1)(a) or (2)(a) if it has not authorised or made the offer or the request for the admission to trading.

Provisions concerning the prospectus regime

PRR 1.1.5G

1The FCA considers that the following documents are relevant to the prospectus regime:

  1. (1)

    the Prospectus Regulation;

  2. (2)

    Part 6 of the Act;

  3. (3)

    the PR Regulation;

  4. (4)

    these rules;

  5. (5)

    the ESMA Prospectus Recommendations (to the extent applicable);

  6. (6)

    the ESMA PD Prospectus Questions and Answers (to the extent applicable);

  7. (7)

    the ESMA PR Prospectus Questions and Answers;

  8. (8)

    the ESMA Prospectus Opinions (to the extent applicable); and

  9. (9)

    the Prospectus RTS Regulation.

[Note: ESMA has also issued guidelines under article 16(3) of the ESMA Regulation covering ‘Alternative Performance Measures’. See ESMA Guidelines on Alternative Performance Measures, 5 October 2015(ESMA/2015/1415)2]

PRR 1.1.6G

1To assist readers, extracts from the Prospectus Regulation, the PR Regulation and the Prospectus RTS Regulation are reproduced in the text of these rules. Readers should however consult those documents themselves to see the full and definitive text.

ESMA materials

PRR 1.1.7G

1In determining whether the Prospectus Regulation, Part 6 of the Act, these rules, the PR Regulation and the Prospectus RTS Regulation have been complied with, the FCA will consider whether a person has acted in accordance with the ESMA Prospectus Recommendations (to the extent applicable), the ESMA PD Prospectus Questions and Answers (to the extent applicable), the ESMA PR Prospectus Questions and Answers and the ESMA Prospectus Opinions (to the extent applicable).

Application of rules to supplementary prospectuses

PRR 1.1.8R

1Unless the context otherwise requires, a reference in these rules to a prospectus includes a supplementary prospectus.

PRIIPs Regulation

PRR 1.1.9G

1An issuer, offeror or person requesting admission to trading should also consider whether the requirements of the PRIIPs Regulation apply.