MAR 5-A.5 Advertisements and other disclosure of information

This chapter applies to the communication of an advertisement that relates to the admission to trading or proposed admission to trading of transferable securities on a primary MTF that are the subject of an MTF admission prospectus.

All information disclosed in oral or written form, as an advertisement or otherwise disclosed, must be consistent with and: 

(1) not contradict information included in the MTF admission prospectus or in a supplementary prospectus, where already published; or

(2) not contradict information to be included in the MTF admission prospectus or in a supplementary prospectus, where the MTF admission prospectus or supplementary prospectus is to be published at a later date; and

(3) not refer to information which contradicts the information in the MTF admission prospectus or supplementary prospectus.

[Note: regulations 11 and 15(2)(b) of the Public Offers and Admissions to Trading Regulations]

In the event that material information is disclosed by or on behalf of an issuer or offeror, and addressed to one or more selected investors in oral or written form, that information must, in a case where:

(1) (a) the offer is conditional on the transferable securities being admitted to trading on a primary MTF; or

      (b) the transferable securities being offered are at the time of the offer already admitted to trading on a primary MTF; and

(2) there is an MTF admission prospectus,

be included in the MTF admission prospectus or supplementary prospectus.

[Note: regulation 13(2) of the Public Offers and Admissions to Trading Regulations]

An advertisement must comply with the requirements contained in (1) to (4): 

(1) an advertisement must state that, where applicable, an MTF admission prospectus has been or will be published and indicate where investors are or will be able to obtain it, noting the identification requirements in MAR 5-A.5.7R; 

(2) an advertisement must be clearly recognisable as such and identify itself as an advertisement;

(3) an advertisement must be accurate and not misleading; and 

(4) the information contained in an advertisement must be consistent with the information contained in the MTF admission prospectus, where already published, or required to be in theMTF admission prospectus, where the MTF admission prospectus is yet to be published.

Information disclosed in oral or written form concerning an admission to trading on a primary MTF, whether as an advertisement or otherwise disclosed, must not:

(1) present the information in the MTF admission prospectus in a materially unbalanced way, including by presenting negative aspects of such information with less prominence than the positive aspects or by omitting or selectively presenting certain information; or

(2) contain alternative performance measures unless they are contained in the MTF admission prospectus.

For the purpose of MAR 5-A.5.5R(2), ‘alternative performance measures’ means financial measures of historical or future financial performance, financial position or cash flows, other than financial measures defined in the applicable financial reporting framework.

An advertisement must clearly identify the relevant MTF admission prospectus by:

(1) identifying the website on which the MTF admission prospectus is published, or will be published, where the advertisement is disseminated in written form and by means other than electronic means;

(2) including a hyperlink to the MTF admission prospectus and any relevant component parts where the advertisement is disseminated in written form by electronic means, or by including a hyperlink to         the page of the website where the MTF admission prospectus will be published if the MTF admission prospectus has not yet been published; and

(3) including accurate information about where the MTF admission prospectus may be obtained, and accurate information about the admission to trading of transferable securities on a primary MTF to      which it relates, where the advertisement is disseminated in a form or by means not falling within the scope of (1) or (2).

Advertisements disseminated to potential retail investors must include the following:

(1) the word ‘advertisement’, in a prominent manner. Where an advertisement is disseminated in an oral form, the purpose of the communication must be clearly identified at the beginning of the message;

(2) a recommendation that potential investors read the MTF admission prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the transferable securities; and

(3) the comprehension alert at MAR 5-A.5.9R where the advertisement relates to complex securities other than the financial instruments referred to in COBS 10A.4.1R(2)(a),(b) and (d).

The comprehension alert required by MAR 5-A.5.8R(3)is: ‘You are about to purchase a product that is not simple and may be difficult to understand.’

Advertisements in written form, which are disseminated to potential retail investors, must be sufficiently different in format and length from the MTF admission prospectus that no confusion with the MTF admission prospectus is possible.

Subject to MAR 5-A.5.13R, advertisements disseminated to potential investors must be amended where:

(1) a supplementary prospectus is subsequently published in accordance with MAR 5-A.5.7R; and

(2) the significant new factor, material mistake or material inaccuracy mentioned in the supplementary prospectus renders the previously disseminated advertisement materially inaccurate or misleading.

With the exception of orally disseminated advertisements, advertisements amended pursuant to MAR 5-A.5.11R must be disseminated through, at a minimum, the same method as the previous advertisement.

MAR 5-A.5.11R does not apply after the time when trading on a primary MTF begins.

Advertisements amended pursuant to MAR 5-A.5.11R must be disseminated to potential investors without undue delay following the publication of the supplementary prospectus and must contain all of the following:

(1) a clear reference to the inaccurate or misleading version of the advertisement;

(2) an explanation that the advertisement has been amended as it contained materially inaccurate or misleading information; and

(3) a clear description of the differences between the 2 versions of the advertisement.