PRM 8.1 Application, definitions, exclusions and criteria

This chapter applies to a prospectus or an MTF admission prospectus, except PRM 8.1.9R and PRM 8.1.10G , which apply to a prospectus only. 

A forward-looking statement includes:

(1) a statement containing a projection, estimate, forecast or target;

(2) a statement giving guidance;

(3) a statement of opinion as to future events or circumstances; or

(4) a statement of intention.

[Note: the Public Offers and Admissions to Trading Regulations Schedule 2, paragraph 10(2)]

Subject to PRM 8.1.4R and PRM 8.1.5R, a forward-looking statement in a prospectus or MTF admission prospectus is a protected forward-looking statement if:

(1) the forward-looking statement satisfies the conditions in (a) to (d) below:

     (a) the statement contains: 

          (i) financial information in accordance with PRM 8.1.7R; or

          (ii) operational information in accordance with PRM 8.1.8R;

      (b) whether the statement is untrue, misleading, or omits from the prospectus or MTF admission prospectus any matter that is required to be included by regulation 23 of thePublic Offers and Admissions to Trading Regulations, can only be determined by reference to events or sets of circumstances that occur after the statement has been published;

       (c) the statement includes an estimate as to when the event or set of circumstances to which the statement relates is expected to occur; and

       (d) the statement contains information that a reasonable investor would be likely to use as part of the basis of their investment decisions; and

(2) the forward-looking statement is accompanied by a content-specific accompanying statement as required by PRM 8.2.1R(2) and the prospectus or MTF admission prospectus includes a general accompanying statement as required by PRM 8.2.1R(1).

A forward-looking statement in a prospectus which contains information required to be disclosed by the rules in PRM in accordance with the PRM App 2 Annexes cannot be a protected forward-looking statement, unless the information is referred to in the following items and sections:

(1) PRM App 2 Annex 1 (Registration document for equities securities):

     (a) Item 5.4;

     (b) Item 5.8.2;

     (c) Item 5.8.3;

     (d) Item 5.8.5;

     (e) Section 7;

     (f) Item 10.2; or

     (g) Section 11 (in relation to profit forecasts, but not profit estimates);

(2)  PRM App 2 Annex 3  (Registration document for secondary issuances of equity securities):

      (a) Item 6.1(3); or

      (b) Section 7 (in relation to profit forecasts, but not profit estimates); or

(3)  Section 8 of PRM App 2 Annex 6 (Registration document for non-equity securities) (in relation to profit forecasts, but not profit estimates).

For an MTF admission prospectus, a forward-looking statement containing information required to be disclosed by the rules of an operator of a primary MTF cannot be a protected forward-looking statement unless it relates to matters set out in the relevant items and sections referred to in PRM 8.1.4R(1) to PRM 8.1.4R(3).

A forward-looking statement which contains information set out in the relevant items and sections referred to in PRM 8.1.4R(1) to PRM 8.1.4R(3) is a protected forward-looking statement only if it also satisfies the conditions set out in PRM 8.1.3R.

For a forward-looking statement that contains financial information to be a protected forward-looking statement, that financial information must expressly state, or by implication indicate, a figure or a minimum or maximum figure for the financial information, or contain data from which a calculation of such a figure may be made.

For a forward-looking statement that contains operational information to be a protected forward-looking statement,  that operational information must be one of the following: 

(1) information that expressly states or by implication indicates a figure or a minimum or maximum figure for the operational information, or contains data from which a calculation of such a figure may be made;

(2) information that cannot be expressed in numerical terms, but can be confirmed empirically through direct observation or objective measurements; or 

(3) a combination of (1) and (2).

protected forward-looking statements must be clearly demarcated within a prospectus.

Protected forward-looking statements can be:

(1) included in multiple locations in a prospectus; and 

(2) presented in any way that an issuer considers is likely to be useful to a reader of a prospectus.