PRM 5 Incorporation by reference and use of hyperlinks

(1) Information of the type referred to in (3) may be incorporated by reference in a prospectus, or where applicable a supplementary prospectus, where the conditions in PRM 5.1.2R are met. 

(2) Information of the type referred to in (3)(d), (3)(e) and (3)(f) may be forward incorporated by reference in a base prospectus, where the conditions in PRM 5.1.3R are met.

(3) The information referred to in (1) is contained in: 

     (a) a document which has: 

          (i) before IP completion day, been approved by or filed with a third country competent authority of an EU State in accordance with the EU Prospectus Regulation or the Prospectus Directive; 

          (ii) before, on or after IP completion day, been approved by or filed with the FCA in accordance with the Prospectus Regulation or the UK law implementing the Prospectus Directive; or

          (iii) been approved by or filed with the FCA in accordance with the rules in PRM. 

     (b) documents referred to in PRM 1.4.9R to PRM 1.4.12R and PRM 1.4.13R(3);

     (c) regulated information;

     (d) annual and interim financial information;

     (e) audit reports and financial statements;

     (f) management reports as referred to in DTR 4;

     (g) corporate governance statements as referred to in DTR 7.2;

     (h) reports on the determination of the value of an asset or a company;

     (i)  remuneration reports as referred to in Article 9b of the Shareholder Rights Directive; 

     (j)  annual reports or any disclosure of information required under FUND 3.2 and FUND 3.3; and

     (k) memorandum and articles of association.

The conditions for incorporation by reference referred to in PRM 5.1.1R(1) are that the information:

(1) has previously, or is simultaneously, published electronically;

(2) is drawn up in English; and

(3) is the most recent available to the issuer.

The conditions for forward incorporation by reference referred to in PRM 5.1.1R(2) are that the information:

(1) is drawn up in English;

(2) will be published after the date of the approval of the base prospectus, or where applicable a supplementary prospectus, but during the period of validity of the base prospectus; and

(3) will be published through a RIS.

Information incorporated by reference according to PRM 5.1.1R(1) must also satisfy the requirements in PRM 5.1.5R, PRM 5.1.6R and PRM 5.1.7R.

In case only certain parts of a document are being incorporated by reference, the prospectus must include a statement specifying that the non-incorporated parts are either:

(1) not relevant for the investor; or

(2) covered elsewhere in the prospectus.

Information incorporated by reference must be accessible and easy to locate and identify. The persons responsible for the prospectus should consider the best way to achieve this and, as a minimum, must:

(1) include a cross-reference list that will enable investors to identify specific items of information easily; and

(2) provide hyperlinks to all documents containing information that is incorporated by reference.

(1) Subject to (2), when submitting the prospectus to the FCA for review, the person responsible for the prospectus must:

     (a) submit any information that is incorporated by reference in searchable electronic format; and

     (b) submit the information in (a) with the first draft of the prospectus or as soon as possible before the completion of the FCA's prospectus review.

(2) Paragraph (1) does not apply where information has already been submitted and approved by or filed with the FCA.

A prospectus that uses forward incorporation by reference according to PRM 5.1.1R(2) must contain a statement: 

(1) identifying what information will be forward incorporated by reference; and

(2) specifying the  RIS through which the information will be published.

The requirement in PRM 5.1.10R does not apply to hyperlinks that are incorporated by reference in accordance with PRM 5.1.1R(1).

Where a prospectus, whether a single document or consisting of separate documents, contains hyperlinks to websites, it must include a statement to the effect that the information on the websites does not form part of the prospectus and has not been scrutinised or approved by the FCA.