C1Part IV Official Listing of Securities
F2156A Approval of prospectus where no application for listing.
1
Listing rules may also provide for a prospectus to be submitted to and approved by the competent authority where—
a
securities are to be offered to the public in the United Kingdom for the first time;
b
no application for listing of the securities has been made under this Part of this Act; and
c
the prospectus is submitted by or with the consent of the issuer of the securities.
2
Listing rules made under subsection (1) above may make provision—
a
as to the information to be contained in, and the form of, a prospectus submitted under any such rules; and
b
subject to the provisions of the Public Offers of Securities Regulations 1995, as to the timing and manner of publication of such a prospectus.
3
Sections 146 to 152 and 154 above shall apply in relation to such a prospectus as they apply in relation to listing particulars but as if—
a
any reference to listing particulars were a reference to a prospectus and any reference to supplementary listing particulars were a reference to a supplementary prospectus;
b
in section 146(1) above—
i
the words “as a condition of the admission of any securities to the Official List" were omitted; and
ii
for the words “section 144 above" there were substituted “section 156A(1) below";
c
in section 147(1) above, for the words “under section 144 above and before the commencement of dealings in the securities following their admission to the Official List" there were substituted “under section 156A(1) below and before the end of the period during which the offer to which the prospectus relates remains open";
d
in subsections (1)(d) and (2)(d) of section 151 above—
i
the words “that he continued in that belief until after the commencement of dealings in the securities following their admission to the Official List and" were omitted; and
ii
the words “and, if the securities are dealt in on an approved exchange, that he continued in that belief until after the commencement of dealings in the securities on that exchange" were added at the end;
e
notwithstanding section 142(7) above, any reference in section 152 above (other than in subsection (1)(b) of that section) to the issuer of securities included a reference to the person offering or proposing to offer them; and
f
in section 154(1) above, for the words “Where listing particulars are or are to be published in connection with an application for the listing of any securities" there were substituted “Where a prospectus is or is to be published in connection with an application for approval, then, until the end of the period during which the offer to which the prospectus relates remains open,".
F33A
A person offering or proposing to offer securities shall not be responsible under section 152(1)(a) above as applied by subsection (3) above where–
a
he is not the issuer, but is making the offer in association with the issuer; and
b
the prospectus or supplementary prospectus was drawn up primarily by the issuer, or by one or more persons acting on behalf of the issuer.
4
Listing rules made under this section may require the payment of fees to the competent authority in respect of a prospectus submitted for approval under the rules.
Pt. IV (ss. 142-157) modified (1.4.1992) by S.I. 1992/231, art. 84(2); S.R. 1992/117, art. 3(1).
Pt. IV (ss. 142-157) applied (6.1.1994) by 1993 c. 43, s. 107(4); S.I. 1993/3237, art. 2(2).
Pt. IV (Ss. 142-157) applied (with modifications) (19.6.1995) by S.I. 1995/1537, reg. 20, Sch. 4 para. 4