PRM 2.2 Component parts of a prospectus

A prospectus may be drawn up as a single document or as separate documents. 

Subject to PRM 2.3, a prospectus composed of separate documents must be divided into: 

(1) a registration document

(2) a securities note; and

(3) where applicable, a summary.

Rules regarding the content of a registration document are set out in PRM 4.2 .

Rules regarding the content of a securities note are set out in PRM 4.3. 

Rules regarding the content of a summary are set out in PRM 2.5 . 

Rules regarding a universal registration document are set out in PRM 2.6 .

A prospectus composed of separate documents will constitute a valid prospectus only once all of its component parts have been approved by the FCA. 

Where a registration document has already been approved by the FCA, an issuer must draw up the securities note and, where applicable, the summary, prior to the transferable securities being admitted to trading. The securities note and, where applicable, the summary will require separate approval by the FCA.

Once a registration document has been approved by the FCA, the registration document must be made available to the public without undue delay and in accordance with the arrangements set out in PRM 9.5 (Publication of the prospectus).

If, after the registration document has been approved by the FCA, a significant new factor, material mistake or material inaccuracy arises that: 

(1) relates to the information included in the registration document; and

(2) is capable of affecting the assessment of the transferable securities,

a supplement to the registration document must be submitted for approval in accordance with the rules at PRM 10 (Supplementary prospectus).

Where a summary is required, the supplement to the registration document referred to in PRM 2.2.10R must be submitted for approval no later than concurrently with the approval of the securities note and the summary.

Where the circumstances in PRM 2.2.10R apply, the right to withdraw acceptances in accordance with PRM 10.1.14R will not be available.

An issuer that has already had a universal registration document approved by the FCA, or that has filed a universal registration document without prior approval pursuant to PRM 2.6.3R, must draw up the securities note and, where applicable, the summary prior to the transferable securities being admitted to trading.

Where the universal registration document has already been approved by the FCA, the securities note, the summary and all amendments to the universal registration document filed since the approval of the universal registration document must be submitted for separate approval.

Where an issuer has filed a universal registration document without prior approval where applicable, the entire documentation, including amendments to the universal registration document, must be approved by the FCA, notwithstanding the fact that those documents remain separate.

The universal registration document, amended in accordance with PRM 2.6.8R(1) or PRM 2.6.12R, accompanied by the securities note and, where applicable, the summary will be a prospectus, once approved by the FCA.