PRM 10.1 Supplementary prospectus

Every significant new factor, material mistake or material inaccuracy relating to the information included in a prospectus:

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

(2) which arises or is noted in the relevant period referred to in PRM 10.1.4R,

must be mentioned in a supplementary prospectus without undue delay.

The publication of information which is forward incorporated by reference into a base prospectus pursuant to PRM 5.1.1R(2) does not trigger the preparation of a supplementary prospectus for a significant new factor referred to in PRM 10.1.1R.  

Where any information which is forward incorporated by reference into a base prospectus pursuant to PRM 5.1.1R(2) causes a material mistake or material inaccuracy in any other information already appearing in the base prospectus, a supplementary prospectus will be required according to the rules at PRM 10.1.1R and PRM 10.1.4R.

The relevant period during which a significant new factor, material mistake or material inaccuracy may trigger the requirement in PRM 10.1.1R is the period between the time when the 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 a regulated market begins.

PRM 10.1.22R specifies a non-exhaustive list of when a supplementary prospectus will be required according to the rules at PRM 10.1.1R and PRM 10.1.4R.

PRM 10.1.7R and PRM 10.1.9R explain the limited circumstances in which a supplementary prospectus can be used to supplement a base prospectus, without the trigger of a significant new factor, material mistake or material inaccuracy referred to in PRM 10.1.1R and PRM 10.1.4R.

A supplementary prospectus may be used to supplement the information in a securities note forming part of a base prospectus, where there is no significant new factor, material mistake or material inaccuracy, where the conditions in (1) to (3) are met:

(1) there is no open PRM offer or pending application for admission to trading;

(2) the supplement relates only to the securities note; and

(3) the supplement does not supplement or amend the information in the registration document or the information in relation to a guarantee or guarantor, unless there is a significant new factor, material mistake or material inaccuracy referred to in PRM 10.1.1R and PRM 10.1.4R relating to the information in the registration document or the information in relation to a guarantee or guarantor.

An issuer may combine: 

(1) a supplementary prospectus that is required according to the rules in PRM 10.1.1R and PRM 10.1.4R; and

(2) a supplementary prospectus that the issuer wishes to use in accordance with PRM 10.1.7R, 

at the same time and in the same document.

In respect of transferable securities issued under a base prospectus, a supplementary prospectus may not be used to change the terms and conditions and/or form of final terms of the transferable securities that may be issued under a base prospectus, unless: 

(1) the change results in the transferable securities in question remaining fungible with transferable securities that could have been issued under the base prospectus immediately prior to the change of the terms and conditions and/or form of final terms; or

(2) where the change results in the transferable securities in question not being fungible with transferable securities that could have been issued under the base prospectus immediately prior to the change of the terms and conditions and/or form of final terms, the conditions at (a) and (b) are met:

     (a) the new transferable securities cannot be asset backed securities or transferable securities linked to an underlying asset; and

     (b) the supplementary prospectus must supplement the relevant base prospectus with the minimum information required by the relevant securities note annexes as set out in PRM App 2 in relation to the new transferable securities.

A supplementary prospectus must be approved in the same way as a prospectus and published in accordance with the same arrangements as were applied when the prospectus was published. 

Where a supplementary prospectus is prepared, the summary of the original prospectus must also be supplemented, where necessary, to reflect the new information in the supplementary prospectus.

The withdrawal rights referred to in PRM 10.1.14R to PRM 10.1.18R only arise where a supplementary prospectus is published.

The rules at PRM 10.1.14R to PRM 10.1.17R must be read together with the rule at PRM 10.1.18R where there is a supplementary prospectus prepared in respect of a base prospectus.

Where a prospectus relates to an offer that is not made reliant on one or more of the exemptions set out in paragraphs (1) to (5) and (12) of Schedule 1 to the Public Offers and Admissions to Trading Regulations, an investor who has already agreed to buy or subscribe for those transferable securities before the supplementary prospectus is published may withdraw their acceptance according to (1) and (2):

(1) The right of withdrawal must be exercised within 2 working days after publication of the supplementary prospectus, unless the issuer, the intermediary through whom the transferable securities were bought or subscribed for, or the underwriter appointed by the issuer, allows an extension of the withdrawal period. 

(2)(a) Where the supplementary prospectus includes a significant new factor, material mistake or material inaccuracy referred to in PRM 10.1.1R and PRM 10.1.4R, the significant new factor, material mistake or material inaccuracy arose or was noted before the closing of the offer period, or the delivery of the transferable securities, whichever occurs earlier.

     (b) Where the supplementary prospectus does not include a significant new factor, material mistake or material inaccuracy referred to in PRM 10.1.1R and PRM 10.1.4R, the supplementary prospectus is published before the delivery of the transferable securities.

Where the withdrawal rights referred to in PRM 10.1.14R crystallise, the supplementary prospectus must contain a prominent statement detailing the right of withdrawal, clearly stating:

(1) that a right of withdrawal is only granted to an investor: 

     (a) who has already agreed to buy or subscribe for the transferable securities before the supplementary prospectus was published; and

     (b) where the supplementary prospectus includes a significant new factor, material mistake or material inaccuracy referred to in PRM 10.1.1R and PRM 10.1.4R, thetransferable securities have not yet been delivered to the investor at the time when the significant new factor, material mistake or material inaccuracy arose or was noted; or 

      (c) where the supplementary prospectus does not include a significant new factor, material mistake or material referred to in PRM 10.1.1R and PRM 10.1.4R, the transferable securities have not yet been delivered to the investor at the time when the supplementary prospectus was published;

(2) the period during which an investor can exercise their right of withdrawal, including the final date on which the right of withdrawal may be exercised; and

(3) who investors should contact if they wish to exercise the right of withdrawal.

Where the transferable securities are bought or subscribed for by an investor directly from the issuer or an underwriter appointed by the issuer, the issuer or underwriter must, when making the offer, inform the investor:

(1) that a supplementary prospectus may be published: 

     (a) if a significant new factor, material mistake or material inaccuracy arises; and/or

     (b) if the conditions set out in PRM 10.1.7R are met;

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

(3) that the investor may in such circumstances have a right to withdraw their acceptance for the securities in question.

Where the transferable securities are bought or subscribed for through an intermediary, the intermediary must inform the investors:

(1) that a supplementary prospectus may be published if: 

     (a) a significant new factor, material mistake or material inaccuracy arises; or

     (b) if the conditions set out in PRM 10.1.7R are met;

(2) where and when the supplementary prospectus would be published;

(3) that they will assist the investor in exercising their withdrawal rights; and

(4) of the existence of the supplementary prospectus on the day it is published.

Where the issuer prepares a supplementary prospectus concerning information in the base prospectus that relates to only one or several individual issues, the right of an investor to withdraw their acceptance only applies to the relevant issue that is the subject of the supplementary prospectus and not to any other issue of transferable securities referred to under the base prospectus.

In the event that the significant new factor, material mistake or material inaccuracy referred to in PRM 10.1.1R and PRM 10.1.4R concerns only the information contained in a registration document or a universal registration document and that document is simultaneously used as a component part of several prospectuses:

(1) only one supplementary prospectus should be drawn up and approved; and

(2) the supplementary prospectus must mention all the prospectuses to which it relates.

Upon request by the FCA, a supplementary prospectus must contain a consolidated version of the supplementary prospectus, registration document or universal registration document in an annex. Such a request will be deemed to be a request for supplementary information under PRM 9.3.3G.

An issuer may voluntarily include a consolidated version of the supplementary prospectus, registration document or universal registration document in an annex to the supplementary prospectus.

A supplementary prospectus must be published where:

(1) new annual audited financial statements are published by any of the following:

     (a) an issuer where a prospectus relates to shares or other transferable securities equivalent to shares;

     (b) an issuer of the underlying shares or other transferable securities equivalent to shares in case of securities referred to in PRM 4.4.5R(2) or PRM 4.4.7R(2); or

     (c) an issuer of the underlying shares of depositary receipts;

(2) an issuer has published a profit forecast or profit estimate following the approval of the prospectus, where a profit forecast or profit estimate is required to be included in the prospectus;

(3) an amendment to, or a withdrawal of, a profit forecast or a profit estimate is included in the prospectus;

(4) a change in control occurs in respect of any of the following:

     (a) an issuer, where a prospectus relates to shares or other transferable securities equivalent to shares;

     (b) an issuer of the underlying shares or other transferable securities equivalent to shares, where a prospectus relates to securities referred to in PRM 4.4.5R(2) or PRM 4.4.7R(2); or

     (c) an issuer of the underlying shares of depositary receipts;

(5) third parties make a new takeover bid as defined in paragraph 20(1) of Schedule 1C to the Companies Act 2006 or the result of any takeover bid becomes available in respect of any of the following:

     (a) the equity of the issuer, where a prospectus relates to shares or other transferable securities equivalent to shares;

     (b) the equity of the issuer of the underlying shares or other transferable securities equivalent to shares, where a prospectus relates to securities referred to in PRM 4.4.5R(2) or PRM 4.4.7R(2); or

     (c) the equity of the issuer of the underlying shares of depositary receipts, where a prospectus is drawn up in accordance with PRM 2.1   and PRM 2.5;

(6) the working capital statement included in a prospectus becomes sufficient or insufficient for the issuer's present requirements, in relation to:

     (a) shares or other transferable securities equivalent to shares;

     (b) securities as referred to in PRM 4.4.5R(2) or PRM 4.4.7R(2); or

     (c) depositary receipts issued over shares;

(7) in the case of a prospectus relating to shares or other transferable securities equivalent to shares or to the securities referred to in PRM 4.4.5R(2) or PRM 4.4.7R(2), a new significant financial commitment is likely to give rise to a significant gross change; or

(8)  the aggregate nominal amount of the issuance programme is increased.

For the purposes of PRM 10.1.22R(7), in determining whether a new financial commitment gives rise to a significant gross change, Primary Market Technical Note 633.4 will be relevant to any determination available in the FCA's Knowledge Base on the FCA's website.