PRM 7 Simplified disclosure regime for secondary issuances

In accordance with regulation 23 of the Public Offers and Admissions to Trading Regulations, information required to be included in a prospectus may vary depending on a number of factors, including whether the transferable securities issued have already been admitted to trading on a regulated market or primary MTF.

[Note: regulation 23(2)(d) of the Public Offers and Admissions to Trading Regulations]

The purpose of this chapter is to set out the particular circumstances where, in the FCA's view, it would normally be appropriate for a simplified prospectus to be prepared for the purpose of an admission to trading in respect of transferable securities that have already been admitted to trading on a regulated market or an SME growth market.

The following persons may choose to draw up a simplified prospectus under the simplified disclosure regime for secondary issuances in the case of an admission to trading of transferable securities:

(1) issuers whose equity securities have been admitted to trading continuously for at least the past 18 months and who issue equity securities fungible with existing equity securities which have been previously issued and admitted to trading;

(2) without prejudice to the exemptions listed at PRM 1.4.3R to PRM 1.4.13R, issuers whose equity securities have been admitted to trading continuously for at least the past 18 months and who issue equity securities giving access to equity securities fungible with the existing equity securities of the issuer already admitted to trading; or 

(3) issuers whose transferable securities have been admitted to trading on an SME growth market continuously for at least 2 years, and who have fully complied with the reporting and disclosure obligations throughout the period of being admitted to trading on the SME growth market, and who seek admission to trading of equity securities fungible with existing equity securities which have been previously issued and admitted to trading on an SME growth market.

The simplified prospectus must consist of:

(1) a summary in accordance with PRM 2.5.1R;

(2) a simplified registration document which may be drawn up by persons referred to in PRM 7.1.3R(1), (2) and (3); 

(3) a simplified securities note which may be drawn up by persons referred to in PRM 7.1.3R(1) and (3) and by persons referred to in PRM 7.1.3R(2) where those persons issue transferable securities that are shares or other transferable securities equivalent to shares; and 

(4)  a securities note which must be drawn up by persons referred to in PRM 7.1.3R(2) where those persons issue transferable securities that are not shares or other transferable securities equivalent to shares.

PRM 4.2.4R, PRM 4.2.5R and PRM 4.3.3R specify the information to be included in a simplified registration document and simplified securities note referred to in PRM 7.1.4R(2) and (3), respectively. PRM 4.3.4R specifies the information to be included in a securities note referred to in PRM 7.1.4R(4).