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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.

You are viewing the version of the document as on 2021-01-01.

Article 18 Publication of a supplement to the prospectus

  1. (1)

    A supplement to the prospectus shall be published where:

    1. (a)

      new annual audited financial statements are published by any of the following:

      1. (i)

        an issuer where a prospectus relates to shares or other transferrable securities equivalent to shares;

      2. (ii)

        an issuer of the underlying shares or other transferable securities equivalent to shares in case of securities referred to in Articles 19(2) or 20(2) of Delegated Regulation (EU) 2019/980;

      3. (iii)

        an issuer of the underlying shares of depository receipts referred to in Articles 6 and 14 of Delegated Regulation 2019/980;

    2. (b)

      an issuer has published a profit forecast or estimate following the approval of the prospectus, where a profit forecast or estimate is required to be included in the prospectus pursuant to Delegated Regulation 2019/980;

    3. (c)

      an amendment to, or a withdrawal of, a profit forecast or a profit estimate is included in the prospectus;

    4. (d)

      a change in control occurs in respect of any of the following:

      1. (i)

        an issuer where a prospectus relates to shares or other transferrable securities equivalent to shares;

      2. (ii)

        an issuer of the underlying shares or other transferable securities equivalent to shares where a prospectus relates to securities referred to in Articles 19(2) or 20(2) of Delegated Regulation (EU) 2019/980;

      3. (iii)

        an issuer of the underlying shares of depository receipts referred to in Articles 6 and 14 of Delegated Regulation 2019/980;

    5. (e)

      third parties make a new takeover bid as defined in paragraph 20(1) of Schedule 1C to the Companies Act 2006 or the result of any takeover bid becomes available in respect of any of the following:

      1. (i)

        the equity of the issuer where a prospectus relates to shares or other transferrable securities equivalent to shares;

      2. (ii)

        the equity of the issuer of the underlying shares or other transferable securities equivalent to shares where a prospectus relates to the securities referred to in Articles 19(2) or 20(2) of Delegated Regulation (EU) 2019/980;

      3. (iii)

        the equity of the issuer of the underlying shares of depository receipts where a prospectus is drawn up in accordance with Articles 6 and 14 of Delegated Regulation (EC) 2019/980;

    6. (f)

      the working capital statement included in a prospectus becomes sufficient or insufficient for the issuer's present requirements, in relation to:

      1. (i)

        shares or other transferrable securities equivalent to shares;

      2. (ii)

        securities as referred to in Article 19(2) of Delegated Regulation (EU) 2019/980;

      3. (iii)

        depository receipts issued over shares as referred to in Articles 6 and 14 of Delegated Regulation 2019/980.

    7. (g)

      [deleted]

    8. (h)

      in the case of a prospectus relating to shares or other transferrable securities equivalent to shares or to the securities referred to in Articles 19(2) or 20(2) of Delegated Regulation (EU) 2019/980, a new significant financial commitment is likely to give rise to a significant gross change as defined in Article 1, point (e), of that Delegated Regulation;

    9. (i)

      the aggregate nominal amount of the offering programme is increased.