MAR 5-A.2 Requirement for an MTF admission prospectus and supplementary prospectus

Subject to MAR 5-A.2.4R, the operator of a primary MTF must include a rule in its rulebook that: 

(1) is applicable to an issuer of transferable securities to be admitted to trading on the primary MTF; and

(2) the issuer of transferable securities to be admitted to trading on the primary MTF must prepare an MTF admission prospectus if the transferable securities to be admitted to trading are not fungible with securities that are already admitted to trading on the primary MTF.

Subject to MAR 5-A.2.4, the requirement under MAR 5-A.2.1R would apply to an issuer of transferable securities to be admitted to trading on the primary MTF where the issuer is an enlarged entity resulting from an acquisition that resulted in: 

(1) a fundamental change in the business or in a change in majority of the board; or 

(2) voting control of a company that had transferable securities admitted to trading on the same primary MTF,

where the acquisition led to the cancellation of the company's admission to trading.

For the purpose of MAR 5-A.2.2G, the FCA considers that the following factors are indicators of a fundamental change:

(1) the extent to which the transaction will change the strategic direction or nature of the company's business;

(2) whether its business will be part of a different industry sector following the completion of the transaction; or

(3) whether its business will deal with fundamentally different suppliers and end users.

The requirement in MAR 5-A.2.1R(1) does not apply where: 

(1) the issuer already has transferable securities of the same class admitted to trading on a specified market that the primary MTF operator considers appropriate;               

(2) an issuer who already has transferable securities admitted to trading is seeking to admit to trading on the same primary MTF a new class of transferable securities; or

(3) the following conditions are met: 

     (a) a company has transferable securities admission to trading on a primary MTF;

     (b) the issuer applying for admission to trading is a new holding company or parent undertaking of the company in MAR 5-A.2.4R(3)(a);

     (c) there is no business combination in connection with the issuer becoming the new holding company or parent undertaking of the company;

     (d) the issuer is applying for admission to trading on the same primary MTF as the primary MTF in MAR 5-A.2.4R(3)(a); and

     (e) the business of the company in MAR 5-A.2.4R(3)(a) remains the same.

An operator of a primary MTF may specify circumstances in addition to those identified in MAR 5-A.2.1R regarding when an MTF admission prospectus is required.

[Note: regulations 15, 16 and 21(3) of the Public Offers and Admissions to Trading Regulations]

An operator of a primary MTF is responsible for specifying the content requirements of an MTF admission prospectus.

[Note: regulation 15(4)(a) of the Public Offers and Admissions to Trading Regulations]

The operator of a primary MTF must include a rule in its rulebook applicable to the issuer, requiring the publication of a supplementary prospectus in the event that there is a significant new factor, material mistake or material inaccuracy relating to the information included in an MTF admission prospectus which:

  (1) may affect the assessment of the transferable securities; and

  (2) arises or is noted in the relevant period identified in MAR 5-A.2.8R.

The relevant period during which a significant new factor, material mistake or material inaccuracy may trigger the requirement in MAR 5-A.2.7R is the period between the time when theMTF admission prospectus is approved and whichever is the later of:

(1) the closing of the offer period for the non-excluded transferable securities offered by the issuer, the intermediary or underwriter appointed by the issuer; and

(2) the time when trading of the non-excluded transferable securities on the primary MTF begins.

An operator of a primary MTF may specify circumstances in addition to those identified in MAR 5-A.2.7R read together with MAR 5-A.2.8R, regarding when a supplementary prospectus is required.

[Note: regulations 15(2)(a)(ii) and 21(4)(b) of the Public Offers and Admissions to Trading Regulations]

An operator of a primary MTF is responsible for specifying the content requirements of a supplementary prospectus.

[Note: regulation 15(4)(a) of the Public Offers and Admissions to Trading Regulations]