PRM 2.3 Base prospectus

A base prospectus may be used by the issuer or person requesting the admission to trading, where the transferable securities in issue are non-equity securities, including warrants in any form.

A base prospectus must include the following information:

(1) a template, entitled ‘form of the final terms’, to be filled out for each individual issue and indicating the available options with regard to the information to be determined in the final terms of the issue; and

(2) the address of the website where the final terms will be published.

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

Where a base prospectus contains options with regard to the information required by the relevant securities note, the final terms will determine which of the options is applicable to the individual issue by referring to the relevant sections of the base prospectus, or by replicating such information.

Where the issuer or the person requesting admission to trading has filed a registration document for non-equity securities, or a universal registration document and chooses to draw up a base prospectus, the base prospectus must consist of the following:

(1) the information contained in the registration document, or in the universal registration document; and

(2) the information which would otherwise be contained in the relevant securities note, with the exception of the final terms where the final terms are not included in the base prospectus.

The specific information on each of the different transferable securities included in a base prospectus must be clearly segregated.

The final terms must be presented in the form of a separate document or otherwise included in the base prospectus or any supplementary prospectus. The final terms must be prepared in an easily analysable and comprehensible form.

The final terms must only contain information that relates to the securities note and must not be used to supplement the base prospectus. PRM 2.4.1R(1)(b) will apply in such cases.

Where the final terms are not included in the base prospectus, or in a supplementary prospectus, the issuer must: 

(1) make the final terms available to the public in accordance with PRM 9.5.3R to PRM 9.5.8R, PRM 9.5.10R, PRM 9.5.11R and PRM 9.5.15R as soon as practicable upon a PRM offer and, where possible, before the beginning of the offer or admission to trading;

(2) file the final terms with the FCA as soon as practicable upon a PRM offer and, where possible, before the beginning of the offer or admission to trading; and

(3) insert a clear and prominent statement in the final terms indicating:

     (a) that the final terms have been prepared for the purpose of the rules in this sourcebook and must be read in conjunction with the base prospectus and any supplement, in order to obtain all the relevant information; and

     (b) where the base prospectus and any supplementary prospectus are published in accordance with (1).

Following the approval of a base prospectus, any final terms made available to the public in accordance with PRM 9.5.3R to PRM 9.5.8R, PRM 9.5.10R, PRM 9.5.11R and PRM 9.5.15R will form part of the content of the base prospectus.

The information contained in the base prospectus must, where necessary, be supplemented in accordance with PRM 10 (Supplementary prospectus).

A PRM offer may continue after the expiration of the base prospectus under which it was commenced provided the conditions at (1) to (3) are met:

(1) a succeeding base prospectus is approved and published no later than the last day of validity of the previous base prospectus;

(2) the final terms of such an offer must contain a prominent warning on the first page, indicating the last day of validity of the previous base prospectus and where the succeeding base prospectus will be published; and

(3) the succeeding base prospectus must include or incorporate by reference the form of the final terms from the initial base prospectus and refer to the final terms that are relevant for the continuing offer.

With respect to an offer, a right of withdrawal pursuant to PRM 10 will also apply to investors who have agreed to purchase or subscribe for the transferable securities during the validity period of the previous base prospectus, unless the transferable securities have already been delivered to them.

Detailed content and format requirements for a base prospectus are set out in PRM App 1 Annex 3 (Base prospectus).