PRM 1.1 Introduction

Regulation 12 of the Public Offers and Admissions to Trading Regulations makes it unlawful for relevant securities to be offered to the public in the UK unless the offer is of a specified kind, or a general exception applies. Contravention of regulation 12 is a criminal offence by virtue of section 85 of the Act. 

Part 1 of Schedule 1 to the Public Offers and Admissions to Trading Regulations exempts offers of a specified kind from the prohibition referred to in PRM 1.1.1UK. Paragraph 6 of Schedule 1 to the Public Offers and Admissions to Trading Regulations exempts offers where there is an offer of non-excluded transferable securities that is:

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

(2) made at a time when the transferable securities are already admitted to trading on a regulated market or primary MTF.

The purpose of this sourcebook is to provide the FCA's rules and guidance on the requirement for a prospectus in connection with the admission to trading of transferable securities, including:

(1) when a prospectus is required;

(2) what a prospectus must contain;

(3) rules regarding protected forward-looking statements;

(4) procedural details, including the preparation, filing and approval and publication of a prospectus;

(5) when a supplementary prospectus is required and details regarding withdrawal rights; and

(6) rules regarding the communication of advertisements and equality of information.

In addition to the guidance available throughout this sourcebook, the FCA has issued non-handbook guidance on topics covered by PRM, available in the FCA's Knowledge Base on the FCA's website.

An issuer, offeror or person requesting admission to trading should also consider whether the requirements in DISC apply.

FCA rules relating to admission to trading of transferable securities on a primary MTF are set out in MAR 5-A, except that rules covering protected forward-looking statements, applicable to forward-looking statements in both a prospectus and an MTF admission prospectus, can be found in PRM 8.