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The Public Offers of Securities Regulations 1995

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Supplementary prospectus

10.—(1) Where a prospectus has been registered under this Part of these Regulations in respect of an offer of securities and at any time while an agreement in respect of those securities can be entered into in pursuance of that offer—

(a)there is a significant change affecting any matter contained in the prospectus whose inclusion was required by regulation 8 or 9; or

(b)a significant new matter arises the inclusion of information in respect of which would have been so required if it has arisen when the prospectus was prepared; or

(c)there is a significant inaccuracy in the prospectus,

the offeror shall deliver to the registrar of companies for registration, and publish in accordance with paragraph (3), a supplementary prospectus containing particulars of the change or new matter or, in the case of an inaccuracy, correcting it.

(2) In paragraph (1) “significant” means significant for the purpose of making an informed assessment of the matters mentioned in regulation 9(1)(a) and (b).

(3) Regulation 4(1) shall apply to a supplementary prospectus delivered for registration to the registrar of companies in the same way as it applies to a prospectus except that the obligation to publish the supplementary prospectus shall begin with the time it is delivered for registration to the registrar of companies.

(4) Where the offeror is not aware of the change, new matter or inaccuracy in question he shall not be under any duty to comply with paragraphs (1) and (3) unless he is notified of it by a person responsible for the prospectus; but any person responsible for the prospectus who is aware of such a matter shall be under a duty to give him notice of it.

(5) Where a supplementary prospectus has been registered under this regulation in respect of an offer, the preceding paragraphs of this regulation have effect as if any reference to a prospectus were a reference to the prospectus originally registered and that supplementary prospectus, taken together.

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