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 App 1.1 Relevant definitions

PRR App 1.1.1

1 Note: The following definitions relevant to the prospectus rules are extracted from the Glossary.

Act

the Financial Services and Markets Act 2000.

admission to trading

admission to trading on a regulated market.

advertisement

(as defined in the Prospectus Regulation) a communication with both of the following characteristics:

(1)

relating to a specific offer of securities to the public or to an admission to trading on a regulated market; and

(2)

aiming to specifically promote the potential subscription or acquisition of securities.

applicant

an applicant for approval of a prospectus or supplementary prospectus relating to transferable securities.

base prospectus

a base prospectus referred to in article 8 of the Prospectus Regulation.

body corporate

(in accordance with section 417(1) of the Act (Definitions)) any body corporate, including a body corporate constituted under the law of a country or territory outside the United Kingdom.

company

any body corporate.

director

(in accordance with section 417(1)(a) of the Act) a person occupying in relation to it the position of a director (by whatever name called) and, in relation to an issuer which is not a body corporate, a person with corresponding powers and duties.

2

equity share

shares comprised in a company’sequity share capital.

ESMA guidelines on risk factors

guidelines drafted pursuant to article 16(4) of the EU Prospectus Regulation2 on the specificity, materiality and presentation of risks factors across categories depending on their nature.

ESMA Prospectus Opinions

the following opinions published by ESMA:

(1)

Framework for the assessment of third country prospectuses under article 20 of the Prospectus Directive (ESMA/2013/317);

(2)

Assessment of Israeli laws and regulations on prospectuses (ESMA/2015/1015); and

(3)

Assessment of Turkish laws and regulations on prospectuses (ESMA/2016/268).

ESMA PD Prospectus Questions and Answers

the Questions and Answers on the Prospectus Directive published by ESMA (ESMA31-62-780).

ESMA PR Prospectus Questions and Answers

the Questions and Answers on the EU Prospectus Regulation2 published by ESMA (ESMA/2019/ESMA31-62-1258).

ESMA Prospectus Recommendations

the ESMA update of the CESR recommendations: The consistent implementation of Commission Regulation (EC) No 809/2004 implementing the Prospectus Directive (ESMA/2013/319).

2 EU Prospectus Regulation

the EU version of Regulation (EU) No 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC.

executive procedures

(1)

the procedures relating to the giving of warning notices, decision notices and supervisory notices that are described in DEPP 4 (Decisions by FCA staff under executive procedures);

(2)

the procedures relating to the giving of written notices under the AIFMD UK regulation that are described in FUND App 1.

external management company

has the meaning in PRR 5.3.3R.

FCA

the Financial Conduct Authority.

guarantee

(as defined in the PR Regulation) any arrangement intended to ensure that any obligation material to the issue will be duly serviced, whether in the form of guarantee, surety, keep well agreement, mono-line insurance policy or other equivalent commitment.

guarantor

a person that provides a guarantee.

2

2

issuer

(as defined in article 2(h) of the Prospectus Regulation) a legal person who issues or proposes to issue the transferable securities in question.

listing particulars

(in accordance with section 79(2) of the Act), a document in such form and containing such information as may be specified in listing rules.

offer

an offer of transferable securities to the public.

offer of transferable securities to the public

(as defined in the Prospectus Regulation) a communication to persons in any form and by any means, presenting sufficient information on the terms of the offer and the securities to be offered, so as to enable an investor to decide to purchase or subscribe for those securities. This definition also applies to the placing of securities through financial intermediaries.

offeror

a person who makes an offer of transferable securities to the public.

officer

(in relation to a body corporate) (as defined in section 400(5) of the Act (Offences by bodies corporate etc)) a director, member of the committee of management, chief executive, manager, secretary, or other similar officer of the body, or a person purporting to act in that capacity or a controller of the body.

PD

Prospectus Directive.

PD Regulation

Regulation number 809/2004 of the European Commission.

person

(in accordance with the Interpretation Act 1978) any person, including a body of persons corporate or unincorporated that is, a natural person, a legal person and, for example, a partnership).

PR Regulation

the UK version of2 Regulation number 2019/980 of the European Commission, which is part of UK law by virtue of the EUWA2.

PRIIPs Regulation

the UK version of2 Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products (PRIIPs), which is part of UK law by virtue of the EUWA22.

See: http://data.europa.eu/eli/reg/2014/1286/oj2

prospectus

a prospectus required under the Prospectus Regulation.

Prospectus Regulation

the UK version of2 Regulation (EU) No 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, which is part of UK law by virtue of the EUWA2.

Prospectus RTS Regulation

the UK version of2 Commission Delegated Regulation (EU) 2019/979, which is part of UK law by virtue of the EUWA2.

PRR

the Prospectus Regulation Rules sourcebook.

registration document

a registration document referred to in article 6(3) of the Prospectus Regulation.

rule

(in accordance with section 417(1) of the Act (Definitions)) a rule made by the FCA under the Act.

securities note

a securities note referred to in article 6(3) of the Prospectus Regulation.

statutory notice associated decision

a decision which is made by the appropriate regulator and which is associated with a decision to give a statutory notice, including a decision:

(a)

to determine or extend the period for making representations;

(b)

to determine whether a copy of the statutory notice needs to be given to any third party and the period for him to make representations;

(c)

to refuse access to appropriate regulator material.

statutory notice decision

a decision by the appropriate regulator on whether or not to give a statutory notice.

summary

(in relation to a prospectus) the summary included in the prospectus.

supplementary prospectus

a supplementary prospectus containing details of a new factor, mistake or inaccuracy.

transferable security

(as defined in section 102A of the Act) anything which is a transferable security for the purposes of MiFIR2, other than money-market instruments for the purposes of MiFIR2 which have a maturity of less than 12 months.

[Note: In the Prospectus Regulation and PR Regulation, the term “security” rather than “transferable security” is used.]

United Kingdom

England and Wales, Scotland and Northern Ireland (but not the Channel Islands or the Isle of Man).

universal registration document

a universal registration document referred to in article 9 of the Prospectus Regulation.

working day

(as defined in section 103 of the Act) any day other than a Saturday, a Sunday, Christmas Day, Good Friday or a day which is a bank holiday under the Banking and Financial Dealings Act 1971 in any part of the United Kingdom.