FCA Handbook - PRR 1.1 Preliminary

You are viewing PRR 1.1 Preliminary as of . PRR 1.1 Preliminary was last updated on 27/05/2022.

Rules

Guidance

Related resources

PRR 1.1 Preliminary

Application

(1)
The rules and guidance in this sourcebook, except for the rules and guidance in PRR 4.1, only apply in 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. (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 securities; and
3. (c)
  an offer, or a request for admission to trading of transferable securities, not referred to in paragraphs (a) or (b).
(2)
[deleted]

Persons responsible for complying with rules

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

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

(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)
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).

An 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

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

(1)
the Prospectus Regulation;
(2)
Part 6 of the Act;
(3)
the PR Regulation;
(4)
these rules;
(5)
[deleted]
(6)
[deleted]
(7)
the ESMA PR Prospectus Questions and Answers (/L3G/PR/esma31-62-1258_prospectus_regulation_qas.pdf);
(8)
[deleted]
(9)
the Prospectus RTS Regulation (/techstandards/PD/2019/reg_2019_979_oj/);
(10)
the ESMA guidelines on risk factors (/L3G/PR/esma31-62-1293_guidelines_on_risk_factors_under_the_prospectus_regulation.pdf);
(11)
the ESMA guidelines on alternative performance measures (/L3G/PR/2015-esma-1415en.pdf);
(12)
the ESMA guidelines on APMs Questions and Answers (/L3G/PR/esma32-51-370_qas_on_esma_guidelines_on_apms.pdf); and
(13)
the technical note on PR disclosure and specialist issuers
[result matched startEditor’s noteresult matched end: link to follow]

[Note: the FCA has also issued other guidance relating to the prospectus regime, which can be accessed in the FCA’s Knowledge Base (https://www.fca.org.uk/markets/primary-markets/knowledge-base).]

To 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.

Guidance materials

In 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 technical note on PR disclosure and specialist issuers, the ESMA PR Prospectus Questions and Answers, the ESMA guidelines on risk factors, the ESMA guidelines on alternative performance measures, and the ESMA guidelines on APMs Questions and Answers.

[Note: the FCA has also issued other guidance relating to the prospectus regime, which can be accessed in the FCA’s Knowledge Base at https://www.fca.org.uk/markets/primary-markets/knowledge-base.]

Application of rules to supplementary prospectuses

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

PRIIPs Regulation

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