PRM 2.6 Universal registration document

Any issuer whose transferable securities are admitted to trading may draw up a registration document in the form of a universal registration document describing the company’s organisation, business, financial position, earnings and prospects, governance and shareholding structure.

Subject to PRM 2.6.3R , an issuer who chooses to draw up a universal registration document must submit it for approval in accordance with PRM 9 to the FCA for each individual financial year they wish to use it.

If an issuer has had a universal registration document approved by the FCA for 2 consecutive financial years, subsequent universal registration documents prepared in the following consecutive years may be filed with the FCA without prior approval.

If an issuer filing without prior approval in accordance with PRM 2.6.3R misses a financial year of filing a universal registration document, the benefit of filing without approval falls away. All subsequent universal registration documents must be submitted to the FCA for approval once more according to PRM 2.6.2R, until the issuer is once more eligible under PRM 2.6.3R.

The issuer must indicate in its application to the FCA whether the universal registration document is submitted for approval or is eligible to be filed without prior approval in accordance with PRM 2.6.3R .

Once approved or filed without prior approval, the universal registration document, as well as any of the amendments, must be made available to the public without undue delay, in accordance with the arrangements in PRM 9 .

Information may be incorporated by reference into a universal registration document under the conditions set out in PRM 5 (Incorporation by reference and use of hyperlinks).

(1) Following approval or filing of the universal registration document, the issuer may at any time update the information by filing an amendment with the FCA. The filing of the amendment with the FCA does not require prior FCA approval. 

(2) This rule does not apply if a universal registration document is in use as a component part of a prospectus and the rules in PRM 10 (Supplementary prospectus) will apply.

The FCA may choose to review the content of any universal registration document which has been filed without prior approval, at any time, including the content of any amendments.

In its review, the FCA will scrutinise the completeness, consistency and comprehensibility of the information given in the universal registration document, including the information in any amendments.

Where the FCA, in the course of its review, finds that the universal registration document does not meet the standards of completeness, comprehensibility and consistency, or that amendments or supplementary information are needed, it will notify it to the issuer. 

(1) As a result of its review, the FCA may request an amendment, or supplementary information to be added, to the universal registration document. The issuer must comply with the request and ensure that the relevant amendment or supplementary information requested is reflected in the next universal registration document filed for the following financial year unless either (2) or (3) applies.

(2) Where the issuer is a frequent issuer by reference to the rules in PRM 2.6.2R and PRM 2.6.3R and wishes to use the universal registration document as a component part of a prospectus to be submitted for approval, the issuer must make the amendment to the universal registration document to be filed no later than with the submission of the relevant component parts of the prospectus for approval, in accordance with PRM 9.2.7R and PRM 9.3.8R.

(3) Where the FCA notifies the issuer that its request for amendment or supplementary information concerns a material omission, material mistake or material inaccuracy which is likely to mislead the public with regard to facts and circumstances essential for an informed assessment of the issuer, (2) is not an available option. In those circumstances, the issuer must file an amendment to the universal registration document without undue delay.

A consolidated version of the amended universal registration document:

(1) must be prepared by the issuer upon request by the FCA, where a consolidated version is necessary to ensure comprehensibility of the information provided in that document; or

(2) may be prepared voluntarily by the issuer in an annex to the amendment.

The rule at PRM 2.6.12R does not apply to a universal registration document that is in use as a component part of a prospectus.

The rules applicable to supplements or amendments to a universal registration document that is to be used as a component part of a prospectus are set out in PRM 10 (Supplementary prospectus).

An issuer fulfilling the conditions set out in PRM 2.6.2R or PRM 2.6.3R will be given the status of a frequent issuer and will benefit from a faster approval process in accordance with PRM 9.3.7G and PRM 9.3.8R, provided that:

(1) upon the filing or submission for approval of each universal registration document, the issuer provides written confirmation to the FCA that, to the best of its knowledge, all regulated information that it was required to disclose under the transparency rules, if applicable, and under the Market Abuse Regulation has been filed and published in accordance with those requirements over the last 18 months or over the period since the obligation to disclose regulated information commenced, whichever is the shorter; and

(2) where the FCA undertakes a review of the kind referred to in PRM 2.6.9G and finds that the document does not meet the standards required, the issuer must amend its universal registration document in accordance with PRM 2.6.12R.

Where any of the conditions in PRM 2.6.16R are not fulfilled by the issuer, the status of frequent issuer shall be lost.

Where the universal registration document filed with or approved by the FCA:

(1) is made public within 4 months after the end of the financial year; and

(2) contains the information required to be disclosed in the annual financial report referred to in DTR 4.1,

the issuer will be deemed to have fulfilled its obligation to publish the annual financial report required under DTR 4.1.

Where the universal registration document, or an amendment thereto, is filed or approved by the FCA and:

(1) is made public within 3 months after the end of the first 6 months of the financial year; and

(2) contains the information required to be disclosed in the half-yearly financial report referred to in DTR 4.2,

the issuer will be deemed to have fulfilled its obligation to publish the half-yearly financial report required under DTR 4.2.

In the cases referred to in PRM 2.6.18R and PRM 2.6.19R, the issuer must:

(1) include in the universal registration document a cross-reference list identifying where each item required in the annual and half-yearly financial reports can be found in the universal registration document;

(2) file the universal registration document in accordance with DTR 6.2.2R and DTR 6.2.10R; and

(3) include in the universal registration document a responsibility statement using the terms required under DTR 4.1.12R and DTR 4.2.10R.