MAR 5-A.3 Withdrawal rights

The rules in this section apply in respect of any offer that is the subject of an MTF admission prospectus.

(1) Subject to MAR 5-A.3.3R, in the case where a supplementary prospectus is published: 

     (a) as required by the operator of a primary MTF under MAR 5-A.2.7R; and

     (b) in relation to an offer that is the subject of an MTF admission prospectus, 

any person who has already agreed to buy or subscribe for non-excluded transferable securities, that are the subject of an MTF admission prospectus before the supplementary prospectus is published may withdraw their acceptance according to (2). 

(2) A withdrawal of acceptance under (1): 

     (a) must be exercised within 2 working days after publication of a supplementary prospectus, the publication of which is required by an operator of a primary MTF under MAR 5-A.2.7R, unless:

         (i) the issuer; 

         (ii) the intermediary through whom the transferable securities were bought or subscribed for; or 

         (iii) the underwriter appointed by the issuer, 

      allows an extension of the withdrawal period; and 

      (b) is available provided the circumstances which required the publication of a supplementary prospectus under MAR 5-A.2.7R arose or were noted before the closing of the offer period, or the delivery of the transferable securities that are the subject of an MTF admission prospectus, whichever occurs earlier.

[Note: regulations 15(3)(b) and 32(1) of the Public Offers and Admissions to Trading Regulations]

The requirement in MAR 5-A.3.2R does not apply to offers made by issuers to their underwriters.

The operator of a primary MTF must include a rule in its rulebook that requires notification of the withdrawal rights specified in MAR 5-A.3.2R.

A rule required under MAR 5-A.3.4R must apply where non-excluded transferable securities for admission to trading on a primary MTF are bought or subscribed for by an investor from the issuer or an underwriter appointed by the issuer. The rule must require the issuer to ensure, or in the case where an underwriter is appointed by the issuer, take reasonable steps to ensure that the investor is informed: 

(1) that a supplementary prospectus may be published if a significant new factor, material mistake or material inaccuracy arises;

(2) where the supplementary prospectus will be published; and

(3) that the investor may in such circumstances withdraw their acceptance for the non-excluded transferable securities in question.

[Note: regulations 15(3)(b), 32(1) and 32(5)(b) of the Public Offers and Admissions to Trading Regulations]