PRM 3 Persons responsible for a prospectus or supplementary prospectus

The rules in this chapter should be read by those persons who have been involved in the preparation of a prospectus and any supplementary prospectus required. This chapter explains who is responsible for the content of a prospectus and a supplementary prospectus. 

References to a prospectus in this chapter include a supplementary prospectus.

A person who is responsible for a prospectus may be liable for the content of that document and for compensation that may arise under regulation 30 of the Public Offers and Admissions to Trading Regulations.

[Note: regulation 30 of the Public Offers and Admissions to Trading Regulations]

(1) This rule applies to a prospectus relating to:

     (a) equity shares;

     (b) warrants or options to subscribe for equity shares that are issued by the issuer of the equity shares; and

     (c) other transferable securities that have similar characteristics to transferable securities referred to in paragraphs (a) or (b).

(2) Each of the following persons are responsible for the prospectus:

      (a) the issuer of the transferable securities;

      (b) if the issuer is a body corporate:

           (i) each person who is a director of that body corporate when the prospectus is published;

           (ii) each person who has authorised themselves to be named, and is named, in the prospectus as a director or as having agreed to become a director of that body corporate either immediately or at a future time; and

           (iii) each person who is a senior executive of any external management company of the issuer;

       (c) the person requesting admission, if this is not the issuer; 

       (d) if the person requesting admission is a body corporate and is not the issuer, each person who is a director of the body corporate when the prospectus is published;

       (e) each person who accepts, and is stated in the prospectus as accepting, responsibility for the prospectus; and

       (f) each person not falling within any of the previous paragraphs who has authorised the contents of the prospectus.

For the purposes of PRM 3.1.4R(2)(b)(iii), in relation to an external management company, in considering whether the functions the person performs would ordinarily be performed by officers of the issuer, the FCA will consider, among other things:

(1) the nature of the board of the issuer to which the person provides services, and whether the board has the capability to act itself on strategic matters in the absence of that person's services;

(2) whether the appointment relates to a one-off transaction or is a longer-term relationship; and

(3) the proportion of the functions ordinarily performed by officer of the issuer that is covered by the arrangement.

(1) This rule applies to a prospectus relating to transferable securities other than those to which PRM 3.1.4R applies.

(2) Each of the following persons are responsible for the prospectus:

     (a) the issuer of the transferable securities;

     (b) each person who accepts, and is stated in the prospectus as accepting, responsibility for the prospectus;

     (c)  in relation to a request for an admission to trading, the person requesting admission, if this is not the issuer;

     (d)  if there is a guarantor for the issue, the guarantor in relation to information in the prospectus that relates to the guarantor and the guarantee; and

     (e)  each person not falling within any of the previous paragraphs who has authorised the contents of the prospectus.

A person is not responsible for a prospectus under PRM 3.1.4R(2)(b)(i) if it is published without their knowledge or consent, and on becoming aware of its publication they, give reasonable public notice that it was published without their knowledge or consent, as soon as practicable.

A person who accepts responsibility for a prospectus under PRM 3.1.4R(2)(e) or PRM 3.1.6R(2)(b), or authorises the contents of a prospectus under PRM 3.1.4R(2)(f) or PRM 3.1.6R(2)(e), may state that they do so only in relation to specified parts of the prospectus, or only in specified respects, and in that case the person is responsible under those paragraphs only:

(1) to the extent specified; and

(2) if the material in question is included in (or substantially in) the form and context to which the person has agreed.

Nothing in the rules in this section is to be construed as making a person responsible for any prospectus by reason only of the person giving advice about its contents in a professional capacity.