Financial Services and Markets Act 2000

[F1 Approval of prospectus U.K.

Textual Amendments

F1 Ss. 84-87R and cross-headings substituted for ss. 84-87 (1.7.2005) by The Prospectus Regulations 2005 (S.I. 2005/1433), reg. 2(1), Sch. 1 para. 5

87A Criteria for approval of prospectus by [F2 FCA] U.K.

 

(1) The [F3 FCA] may not approve a prospectus unless it is satisfied that—

(a) the United Kingdom is the home State in relation to the issuer of the transferable securities to which it relates,

(b) the prospectus contains the necessary information, and

(c) all of the other requirements imposed by or in accordance with this Part or the prospectus directive have been complied with (so far as those requirements apply to a prospectus for the transferable securities in question).

(2) The necessary information is the information necessary to enable investors to make an informed assessment of—

(a) the assets and liabilities, financial position, profits and losses, and prospects of the issuer of the transferable securities and of any guarantor; and

(b) the rights attaching to the transferable securities.

[F4 (2A) If, in the case of transferable securities to which section 87 applies, the prospectus states that the guarantor is a specified EEA State, the prospectus is not required to include other information about the guarantor.]

(3) The necessary information must be presented in a form which is comprehensible and easy to analyse.

(4) The necessary information must be prepared having regard to the particular nature of the transferable securities and their issuer.

(5) The prospectus must include a summary (unless the transferable securities in question are ones in relation to which prospectus rules provide that a summary is not required).

[F5 (6) The summary must convey concisely, in non-technical language and in an appropriate structure, the key information relevant to the securities which are the subject of the prospectus and, when read with the rest of the prospectus, must be an aid to investors considering whether to invest in the securities.

(a) inform, in writing, the competent authority and any competent authority of any EEA State which the applicant has requested be supplied with a certificate of approval under section 87I; and

(b) make that information available, in writing, to prospective investors.]

(7) Where the prospectus for which approval is sought does not include the final offer price or the amount of transferable securities to be offered to the public, [F6 the applicant must, as soon as that element is finalised—

(a) inform, in writing, the [F7 FCA] and any competent authority of any EEA State which the applicant has requested be supplied with a certificate of approval under section 87I; and

(b) make that information available, in writing, to prospective investors.]

F8 (7A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(8) “Prospectus” (except in subsection (5)) includes a supplementary prospectus.

[F9 (9) “the key information” means the information which is essential to enable investors to understand the transferable securities to which the prospectus relates and to decide whether to consider the offer further.

(10) The key information must include —

(a) the essential characteristics of, and risks associated with, the issuer and any guarantor, including their assets, liabilities and financial positions;

(b) the essential characteristics of, and risks associated with, investment in the transferable securities, including any rights attaching to the securities;

(c) the general terms of the offer, including an estimate of the expenses charged to an investor by the issuer and the person offering the securities to the public, if not the issuer;

(d) details of the admission to trading; and

(e) the reasons for the offer and proposed use of the proceeds.]

Textual Amendments

F2 Word in s. 87A heading substituted (24.1.2013 for specified purposes, 1.4.2013 in so far as not already in force) by Financial Services Act 2012 (c. 21), ss. 16(6)(c), 122(3) (with Sch. 20); S.I. 2013/113, art. 2(1)(c), Sch. Pt. 3; S.I. 2013/423, art. 3, Sch.

F3 Word in s. 87A(1) substituted (24.1.2013 for specified purposes, 1.4.2013 in so far as not already in force) by Financial Services Act 2012 (c. 21), ss. 16(6)(a), 122(3) (with Sch. 20); S.I. 2013/113, art. 2(1)(c), Sch. Pt. 3; S.I. 2013/423, art. 3, Sch.

F4 S. 87A(2A) inserted (1.7.2012) by The Prospectus Regulations 2012 (S.I. 2012/1538), regs. 1(1), 2(3)

F5 S. 87A(6) substituted (1.7.2012) by The Prospectus Regulations 2012 (S.I. 2012/1538), regs. 1(1), 4(a)

F6 Words in s. 87A(7) substituted (1.7.2012) by The Prospectus Regulations 2012 (S.I. 2012/1538), regs. 1(1), 4(b)

F7 Word in s. 87A(7)(a) substituted (24.1.2013 for specified purposes, 1.4.2013 in so far as not already in force) by Financial Services Act 2012 (c. 21), ss. 16(6)(b), 122(3) (with Sch. 20); S.I. 2013/113, art. 2(1)(c), Sch. Pt. 3; S.I. 2013/423, art. 3, Sch.

F8 S. 87A(7A) omitted (17.12.2014) by virtue of The Payments to Governments and Miscellaneous Provisions Regulations 2014 (S.I. 2014/3293), regs. 1(2), 2(2)

F9 S. 87A(9)(10) inserted (1.7.2012) by The Prospectus Regulations 2012 (S.I. 2012/1538), regs. 1(1), 4(d)

87B Exemptions from disclosure U.K.

 

(1) The [F10 FCA] may authorise the omission from a prospectus of any information, the inclusion of which would otherwise be required, on the ground—

(a) that its disclosure would be contrary to the public interest;

(b) that its disclosure would be seriously detrimental to the issuer, provided that the omission would be unlikely to mislead the public with regard to any facts or circumstances which are essential for an informed assessment of the kind mentioned in section 87A(2); or

(c) that the information is only of minor importance for a specific offer to the public or admission to trading on a regulated market and unlikely to influence an informed assessment of the kind mentioned in section 87A(2).

(2) The Secretary of State or the Treasury may issue a certificate to the effect that the disclosure of any information would be contrary to the public interest.

(3) The [F10 FCA] is entitled to act on any such certificate in exercising its powers under subsection (1)(a).

(4) This section does not affect any powers of the [F10 FCA] under prospectus rules.

(5) “Prospectus” includes a supplementary prospectus.

Textual Amendments

F10 Words in ss. 87B-87D substituted (24.1.2013 for specified purposes, 1.4.2013 in so far as not already in force) by Financial Services Act 2012 (c. 21), ss. 16(2)(3)(c), 122(3) (with Sch. 20); S.I. 2013/113, art. 2(1)(c), Sch. Pt. 3; S.I. 2013/423, art. 3, Sch.

87C Consideration of application for approval U.K.

 

(1) The [F10 FCA] must notify the applicant of its decision on an application for approval of a prospectus before the end of the period for consideration.

(2) The period for consideration—

(a) begins with the first working day after the date on which the application is received; but

(b) if the [F10 FCA] gives a notice under subsection (4), is to be treated as beginning with the first working day after the date on which the notice is complied with.

(3) The period for consideration is—

(a) except in the case of a new issuer, 10 working days; or

(b) in that case, 20 working days.

(4) The [F10 FCA] may by notice in writing require a person who has applied for approval of a prospectus to provide—

(a) specified documents or documents of a specified description, or

(b) specified information or information of a specified description.

(5) No notice under subsection (4) may be given after the end of the period, beginning with the first working day after the date on which the application is received, of—

(a) except in the case of a new issuer, 10 working days; or

(b) in that case, 20 working days.

(6) Subsection (4) applies only to information and documents reasonably required in connection with the exercise by the [F10 FCA] of its functions in relation to the application.

(7) The [F10 FCA] may require any information provided under this section to be provided in such form as it may reasonably require.

(8) The [F10 FCA] may require—

(a) any information provided, whether in a document or otherwise, to be verified in such manner, or

(b) any document produced to be authenticated in such manner,

as it may reasonably require.

(9) The [F10 FCA] must notify the applicant of its decision on an application for approval of a supplementary prospectus before the end of the period of 7 working days beginning with the date on which the application is received; and subsections (4) and (6) to (8) apply to such an application as they apply to an application for approval of a prospectus.

(10) The [F10 FCA's] failure to comply with subsection (1) or (9) does not constitute approval of the application in question.

(11) “New issuer” means an issuer of transferable securities which—

(a) does not have transferable securities admitted to trading on any regulated market; and

(b) has not previously offered transferable securities to the public.

Textual Amendments

F10 Words in ss. 87B-87D substituted (24.1.2013 for specified purposes, 1.4.2013 in so far as not already in force) by Financial Services Act 2012 (c. 21), ss. 16(2)(3)(c), 122(3) (with Sch. 20); S.I. 2013/113, art. 2(1)(c), Sch. Pt. 3; S.I. 2013/423, art. 3, Sch.

87D Procedure for decision on application for approval U.K.

 

(1) If the [F10 FCA] approves a prospectus, it must give the applicant [F11 and ESMA] written notice.

[F12 (1A) The written notice to ESMA must be accompanied by a copy of the prospectus as approved.]

(2) If the [F10 FCA] proposes to refuse to approve a prospectus, it must give the applicant written notice.

(3) The notice must state the [F10 FCA's] reasons for the proposed refusal.

(4) If the [F10 FCA] decides to refuse to approve a prospectus, it must give the applicant written notice.

(5) The notice must—

(a) give the [F10 FCA's] reasons for refusing the application; and

(b) inform the applicant of his right to refer the matter to the Tribunal.

(6) If the [F10 FCA] refuses to approve a prospectus, the applicant may refer the matter to the Tribunal.

(7) In this section “prospectus” includes a supplementary prospectus.]

Textual Amendments

F10 Words in ss. 87B-87D substituted (24.1.2013 for specified purposes, 1.4.2013 in so far as not already in force) by Financial Services Act 2012 (c. 21), ss. 16(2)(3)(c), 122(3) (with Sch. 20); S.I. 2013/113, art. 2(1)(c), Sch. Pt. 3; S.I. 2013/423, art. 3, Sch.

F11 Words in s. 87D(1) inserted (8.12.2016) by The Financial Services and Markets (Disclosure of Information to the European Securities and Markets Authority etc. and Other Provisions) Regulations 2016 (S.I. 2016/1095), regs. 1, 3(2)(a)

F12 S. 87D(1A) inserted (8.12.2016) by The Financial Services and Markets (Disclosure of Information to the European Securities and Markets Authority etc. and Other Provisions) Regulations 2016 (S.I. 2016/1095), regs. 1, 3(2)(b)