Financial Services and Markets Act 2000

[F187ACriteria for approval of prospectus by [F2FCA] U.K.

This section has no associated Explanatory Notes

 

(1)The [F3FCA] 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 [F7FCA] 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) The document containing the final offer price or the amount of transferable securities to be offered to the public may only contain information that relates to the securities note and must not be used to supplement the prospectus.]

(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

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

F2Word in s. 87A heading substituted (24.1.2013 for specified purposes) 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

F3Word in s. 87A(1) substituted (24.1.2013 for specified purposes) 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

F6Words in s. 87A(7) substituted (1.7.2012) by The Prospectus Regulations 2012 (S.I. 2012/1538), regs. 1(1), 4(b)

F7Word in s. 87A(7)(a) substituted (24.1.2013 for specified purposes) 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