PRM 4 Minimum information requirements

This chapter sets out the minimum information requirements that apply to a registration document and a securities note. A prospectus shall be drawn up by using one or a combination of annexes set out in PRM App 2 and the below table provides an overview by document of the applicable annexes in PRM App 2.    

The application of each section in this chapter is described by reference to the transferable security or other investment to which the disclosure relates.

Subject to PRM 4.2.2R, the registration document for equity securities must contain the information referred to in PRM App 2 Annex 1 , unless it is drawn up in accordance with:

(1) PRM 2.6 (Universal registration document); or

(2) PRM 7(Simplified disclosure regime for secondary issuances).

The registration document for the transferable securities listed in (1), (2) or (3), where those transferable securities are not shares or other transferable securities equivalent to shares, may be drawn up in accordance with PRM 4.2.8R: 

(1) the transferable securities referred to in PRM 4.4.5R(1) and PRM 4.4.7R(1);

(2) the transferable securities referred to in PRM 4.4.5R(2), where those transferable securities are exchangeable for or convertible into shares that are or will be issued by the issuer or an entity belonging to the issuer's group and that are not admitted to trading; or

(3) the transferable securities referred to in PRM 4.4.7R(2), where those transferable securities give the right to buy or subscribe for shares that are or will be issued by an entity belonging to the issuer's group and that are not admitted to trading.

A registration document that is drawn up in accordance with PRM 2.6 (Universal registration document) must contain the information referred to in PRM App 2 Annex 2 .

Subject to PRM 4.2.5R, a simplified registration document for equity securities that is drawn up in accordance with PRM 7 (Simplified disclosure regime for secondary issuances) must contain the information referred to in PRM App 2 Annex 3 .

The registration document for the transferable securities listed in (1), (2) or (3), where those transferable securities are not shares or other transferable securities equivalent to shares, may be drawn up in accordance with PRM App 2 Annex 6 , unless it contains the information referred to in PRM App 2 Annex 3:

(1) the transferable securities referred to in PRM 4.4.5R(1) and PRM 4.4.7R(1);

(2) the transferable securities referred to in PRM 4.4.5R(2), where those transferable securities are exchangeable for or convertible into shares that are or will be issued by an entity belonging to the issuer's group and that are not admitted to trading; or 

(3) the transferable securities referred to in PRM 4.4.7R(2), where those transferable securities give the right to buy or subscribe for shares that are or will be issued by an entity belonging to the issuer's group and that are not admitted to trading.

For units of closed-end collective investment undertakings, the registration document must contain the information referred to in PRM App 2 Annex 4.

For depositary receipts issued over shares, the registration document must contain the information referred to in PRM App 2 Annex 5 .

For non-equity securities other than asset backed securities, the registration document must contain the information referred to in PRM App 2 Annex 6 , unless (1) or (2) apply:

(1) it is drawn up in accordance with PRM 2.6(Universal registration document); or

(2) it contains the information in PRM App 2 Annex 1 .

A registration document for asset backed securities must contain the information referred to in PRM App 2 Annex 7 .

Subject to PRM 4.3.2R, for equity securities or units issued by collective investment undertakings of the closed-end type, the securities note must contain the information referred to in PRM App 2 Annex 8 , unless it is drawn up in accordance with PRM 7 (Simplified disclosure regime for secondary issuances).

A securities note for the securities referred to in PRM 4.4.5R(1) and (2) and PRM 4.4.7R(1) and (2), where those transferable securities are not shares or other transferable securities equivalent to shares, must be drawn up in accordance with PRM 4.3.6R (PRM App 2 Annex 11 ). 

Subject to PRM 4.3.4R, a simplified securities note for secondary issuances of equity securities or units issued by collective investment undertakings of the closed-end type drawn up in accordance with PRM 7 (Simplified disclosure regime for secondary issuances) must contain the information referred to in PRM App 2 Annex 9.

A securities note for the securities referred to in PRM 4.4.5R(1) and (2) and PRM 4.4.7R(1) and(2), where those transferable securities are not shares or other transferable securities equivalent to shares, drawn up in accordance with PRM 7 (Simplified disclosure regime for secondary issuances) must contain the information referred to in PRM App 2 Annex 11 .

For depositary receipts issued over shares, the securities note must contain the information referred to in PRM App 2 Annex 10.

A securities note for non-equity securities must contain the information referred to in PRM App 2 Annex 11. 

Where the issuer of an equity security has a complex financial history by reference to PRM 4.4.3R, or has made a significant financial commitment by reference to PRM 4.4.4R, additional information with respect to an entity other than the issuer must be included in the prospectus.

The additional information referred to in PRM 4.4.1R must be sufficient to allow an investor to make an informed assessment of the transferable securities, in accordance with the requirements of regulation 23 of the Public Offers and Admissions to Trading Regulations and PRM 7(Simplified disclosure regime for secondary issuances), as if that entity were the issuer of the equity security. In particular, the additional information must include:

(1) with respect to an entity other than the issuer, all the information referred to in PRM App 2 Annex 1 and PRM App 2 Annex 15 ; and

(2) a clear explanation preceding the additional information: 

     (a) explaining why the additional information is needed for investors to make an informed assessment; and

     (b) specifying the effects of the complex financial history or of the significant financial commitment on the issuer or on the issuer's business.

For the purposes of PRM 4.4.1R, an issuer will be considered as having a complex financial history where all of the following conditions are fulfilled:

(1) at the time of drawing up the prospectus, the information referred to in the relevant PRM App 2 Annexes does not represent the issuer's undertaking accurately;

(2) the inaccuracy referred to at (1) affects the ability of investors to make an informed assessment in accordance with the requirements of regulation 23 of the Public Offers and Admissions to Trading Regulations and PRM 7 (Simplified disclosure regime for secondary issuances); and

(3) additional information relating to an entity other than the issuer is needed for investors to make an informed assessment as referred to regulation 23 of the Public Offers and Admissions to Trading Regulations and PRM 7 (Simplified disclosure regime for secondary issuances).

For the purposes of PRM 4.4.1R, a significant financial commitment is a binding agreement to undertake a transaction that is likely to give rise to a variation of more than 25% relative to one or more indicators of the size of the issuer's business.

Where transferable securities are exchangeable for, or convertible into, shares:

(1) where the shares are admitted to trading, the securities note must contain additional information referred to in Item 2.2.2 of PRM App 2 Annex 12.2R; 

(2) where the shares are not admitted to trading, but which are, or will be, issued by the issuer or an entity belonging to that issuer's group, the securities note must contain additional information referred to in:

     (a) Items 3.1 and 3.2 of PRM App 2 Annex 8.3R in respect of that issuer or of that entity belonging to the issuer's group; and

     (b) the information referred to in PRM App 2 Annex 13 in respect of the underlying share; and

(3) where the shares are not admitted to trading, but which are or will be issued by a third-party issuer, the securities note must contain the additional information referred to in PRM App 2 Annex 13.

The rules at PRM 4.4.7R and PRM 4.4.8R do not apply to the transferable securities referred to in PRM 4.4.5R.

For transferable securities that give the right to buy or subscribe for shares that are, or will be, issued by the issuer or by an entity belonging to that issuer's group, the securities note must contain the following information:

(1) where the shares are admitted to trading, the securities note must contain as additional information the information referred to in PRM App 2 Annex 12; and

(2) where the shares are not admitted to trading, the securities note must contain as additional information: 

     (a) the information referred to in PRM App 2 Annex 12 , except for the information referred to in Item 2.2.2 of PRM App 2 Annex 12.2R; and 

     (b) the information referred to in PRM App 2 Annex 13 in respect of the underlying share.

For all other transferable securities that are linked to an underlying asset other than those referred to in PRM 4.4.7R(1) and PRM 4.4.7R(2), the securities note must contain the additional information referred to in PRM App 2 Annex 12 .

For asset backed securities, the securities note must also contain the additional information referred to in PRM App 2 Annex 14 .

For non-equity securities that are supported by guarantees, the securities note must also contain the additional information referred to in PRM App 2 Annex 16 .

In relation to any financial year beginning after 31 December 2020, issuers established in the UK must present their historical financial information in accordance with:

(1) UK-adopted international accounting standards; or

(2) if the standards in (1) are not applicable, UK accounting standards.

Subject to PRM 4.4.13R, for overseas issuers, the historical financial information must be presented in accordance with one of the following accounting standards:

(1) UK-adopted international accounting standards;

(2) International Financial Reporting Standards adopted pursuant to Regulation (EC) No 1606/2002 of the European Parliament and of the Council of 19 July 2002 on the application of international accounting standards, as it applies in the European Union;

(3) International Financial Reporting Standards, but only if the notes to the audited financial statements that form part of the historical financial information contain an explicit and unreserved statement that the financial statements comply with International Financial Reporting Standards in accordance with IAS 1 Presentation of Financial Statements;

(4) Generally Accepted Accounting Principles of Japan; 

(5) Generally Accepted Accounting Principles of the United States of America;

(6) Generally Accepted Accounting Principles of the People’s Republic of China;

(7) Generally Accepted Accounting Principles of Canada;

(8) Generally Accepted Accounting Principles of the Republic of Korea; or

(9) national accounting standards of a country that are equivalent to UK-adopted international accounting standards in accordance with a determination made by HM Treasury in regulations under Commission Regulation (EC) No 1569/2007 establishing a mechanism for the determination of equivalence of accounting standards applied by third country issuers of securities pursuant to Directives 2003/71/EC and 2004/109/EC of the European Parliament and of the Council.

[Note: regulation 24(2) of the Public Offers and Admissions to Trading Regulations]

Subject to PRM 4.4.14R, if the historical financial information is not prepared in accordance with the required standards set out in PRM 4.4.12R, the financial statements must be restated in compliance with UK-adopted international accounting standards.

[Note: regulation 24(3) of the Public Offers and Admissions to Trading Regulations]

(1) An issuer of non-equity securities is exempt from the requirement in PRM 4.4.13R provided that the historical financial information has been prepared in accordance with the issuer's national law and, in all material respects, the national accounting standards of the issuer.

(2) Any person other than the issuer whose financial information is required to be included in theprospectus as if they were the issuer of the non-equity securities that are the subject of the prospectus is exempt from the requirement inPRM 4.4.13R, provided that the historical financial information has been prepared in accordance with thatperson's: 

     (a) national law; and 

     (b) in all material respects, national accounting standards.

[Note: regulation 24(4) and regulation 24(5) of the Public Offers and Admissions to Trading Regulations]

Where an exemption under PRM 4.4.14R is relied on, the prospectus must include: 

(1) a statement:

     (a) that the historical financial information included in the document has not been prepared in accordance with UK-adopted international accounting standards; and

     (b) that, if the historical financial information had been prepared in accordance with UK-adopted international accounting standards, there might have been material differences in the financial information; and

(2) a narrative description of the differences between UK-adopted international accounting standards and the accounting principles adopted by the issuer in preparing its annual financial statements.

[Note: regulation 24(6) of the Public Offers and Admissions to Trading Regulations]

The risk factors featured in a prospectus must be limited to risks which are specific to the issuer and/or to the transferable securities and which are material for making an informed investment decision as corroborated by the content of the registration document and the securities note.

When drawing up the prospectus, the issuer or the person asking for admission to trading must assess the materiality of the risk factors based on the probability of their occurrence and the expected magnitude of their negative impact.

Each risk factor must be adequately described, explaining how it affects the issuer or the transferable securities being admitted to trading. The assessment of the materiality of the risk factors provided for in PRM 4.5.2R may also be disclosed by using a qualitative scale of low, medium or high.

The risk factors must be presented in a limited number of categories depending on their nature. In each category, the most material risk factors must be mentioned first, according to the assessment provided for in PRM 4.5.2R.

Risk factors must also include those resulting from the level of subordination of a transferable security and the impact on the expected size or timing of payments to holders of the transferable securities in the event of bankruptcy, or any other similar procedure, including, where relevant, the insolvency of a credit institution or its resolution or restructuring in accordance with the UK law which implemented the RRD.

Where the transferable securities are supported by a guarantee, the prospectus must contain the specific and material risk factors pertaining to the guarantor to the extent that they are relevant to the guarantor's ability to fulfil its commitment under the guarantee.

Where the transferable securities are non-equity securities described in regulation 23(4) of the Public Offers and Admissions to Trading Regulations, regulation 23(5) of the Public Offers and Admissions to Trading Regulations requires a prospectus to contain the necessary information which is material to an investor for making an informed assessment of the underlying assets, including:

(1) the creditworthiness of the obligor of the underlying assets; or

(2) where the underlying assets are shares or securities equivalent to shares, the prospects of the issuer of the underlying assets.

For the purposes of PRM 4.6.2R, an issuer does not include an issuer:

(1) who is a closed-ended investment fund;

(2) who is an open-ended investment company; or

(3) whose:

      (a) assets consist solely or predominately of cash or short-dated securities; or

      (b) predominant purpose or objective is to undertake an acquisition or merger, or a series of acquisitions or mergers.

Where an issuer of transferable securities that are equity securities or depositary receipts issued over shares has identified:

(1) climate-related risks that are material risk factors in accordance with PRM 4.5.1R; or

(2) climate-related opportunities that are material to the prospects of the issuer, in accordance with regulation 23(1) of the Public Offers and Admissions to Trading Regulations,

the issuer must provide further supporting information regarding that risk or opportunity, in a registration document or a universal registration document.

Where an issuer is required to provide further supporting information under PRM 4.6.2R, the information is specified in:

(1) PRM App 2 Annex 1.5R Item 5.8 for a registration document for equity securities;

(2) PRM App 2 Annex 2.1R Item 1.1 (which cross references PRM App 2 Annex 1 including Item 5.8) for a universal registration document; or

(3) PRM App 2 Annex 5.1R for a registration document for depositary receipts issued over shares, which cross references PRM App 2 Annex 1 including Item 5.8.   

(1) In complying with PRM 4.6.2R and PRM 4.6.3R, the materials in (2) may be of assistance in identifying:

     (a) the risks and opportunities that are material to an investor; and

     (b) the relevant supporting information to be disclosed.

(2) The materials referred to in (1) are:

     (a) TCFD Recommendations and Recommended Disclosures; and

     (b) IFRS S2 (the International Financial Reporting Standard S2 Climate-related Disclosures, published on 26 June 2023).

[Note: https://www.ifrs.org/issued-standards/ifrs-sustainability-standards-navigator/ifrs-s2-climate-related-disclosures/]

An issuer of non-equity securities must include in the prospectus a statement as to whether the non-equity securities are:

(1) marketed as green, social, sustainable or sustainability-linked; or

(2) issued under a bond framework or equivalent document on green, social, sustainable or sustainability-linked financing published by the issuer, a subsidiary of the issuer or an entity in the issuer's group.

Where a statement referred to in PRM 4.7.1R is included in the prospectus, consideration must be given as to what further supporting information is required to satisfy PRM 2.1.1R (Necessary information). That information may include the items referred to in PRM 4.7.3G to PRM 4.7.5G.

Where a bond framework or equivalent document on green, social, sustainable or sustainability-linked financing in respect of the non-equity securities being issued is available, further relevant information may include details of: 

(1) where the document may be inspected (website or other location);

(2) the standards and/or principles according to which the document has been prepared;

(3) whether any external review or assessment of the bond framework or equivalent document has been performed; and

(4) where the external review or assessment referred to in (3) may be inspected (website or other location).

Where the non-equity securities are use-of-proceeds bonds – that is, non-equity securities whose proceeds are used for financing projects that entail green, social and/or sustainability considerations – further relevant information may include details of: 

(1) the eligible projects that are expected to be financed or refinanced, in part or in full, with the proceeds of the non-equity securities, including, in the case of refinancing:

     (a) the maximum proportion of proceeds that is expected to be allocated to financing new projects;

     (b) the proportion of proceeds that will be allocated to refinancing existing projects; and

     (c) the expected look-back period – that is, the number of previous years that the issuer will look back to for the refinanced projects;

(2) the project evaluation prior to the issue of the use-of-proceeds bonds, including:

     (a) the objectives of the eligible projects;

     (b) where known, risks specifically associated with the eligible projects and related mitigation measures, or, where the risks are unknown, the processes by which the issuer identifies, manages and mitigates them; and

     (c) the criteria, metrics or performance indicators used to evaluate and select the projects and the process and methodology by which the evaluation and selection is conducted;

(3) where any external review or assessment regarding the alignment of the bond to the standards or principles referred to in PRM 4.7.3G(2) can be found, if any; 

(4) the approach and methods for managing the proceeds of the non-equity securities, including temporary management;

(5) any post-issuance external review or assessment of the projects, where arranged or intended to be arranged, including:

     (a) the areas of focus of the review or assessment;

     (b) the relevance of the review or assessment by reference to the green, social and/or sustainable characteristics of the non-equity securities; and

     (c) the persons responsible for the post-issuance review or assessment; and

(6) the approach to reporting on the impacts of the eligible projects including:

     (a) the location of the reporting or where it may be inspected; and

     (b) how frequently such reporting will be updated.

Where the non-equity securities are securities whose structure or financial terms link to sustainability-related metrics (‘sustainability-linked bonds’), further relevant information may include an explanation of how any relevant targets, metrics or indicators, including Key Performance Indicators (KPIs) and Sustainability Performance Targets (SPTs), have been selected, by reference to:

(1) the process and rationale for their selection;

(2) methods for computing the Key Performance Indicators (KPIs) and their measurability, verifiability and ability to be benchmarked; and 

(3) the materiality and alignment of the relevant Sustainability Performance Targets (SPTs) with the issuer’s overall sustainability and business strategies.