PRM 9.2 Submission requirements

All drafts of a prospectus must be submitted to the FCA in searchable electronic format via electronic means.

When submitting the first draft of a prospectus, the issuer or person asking for admission to trading must provide the FCA with a contact point for the FCA to submit all notifications in writing and by electronic means.

The following information must also be submitted to the FCA in searchable electronic format via electronic means:

(1) the list of cross references, where required by PRM 9.4.3R;

(2) where no list of cross references is required, a document that identifies any items set out in the PRM App 2 Annexes that, due to the nature or type of issuer, transferable securities or admission to trading, have not been included in the draft prospectus;

(3) any information that is incorporated into the prospectus by reference as referred to in PRM 5 (Incorporation by reference and use of hyperlinks), unless such information has already been approved by or filed with the FCA in searchable electronic format;

(4) any reasoned request to the FCA to authorise the omission of information from the prospectus in accordance with PRM 6(Omission of information); and

(5) any other information requested by the FCA for the purposes of the scrutiny and approval of the prospectus or the scrutiny, review and approval of the universal registration document.

In addition to the rule at PRM 9.2.3R, in respect of a universal registration document: 

(1) where the issuer is submitting a draft universal registration document for filing without prior approval and seeks to obtain the status of frequent issuer, confirmation from the issuer that, to the best of their knowledge, all regulated information has been filed and published in accordance with the rules applicable to that information over the shorter period of either: 

      (a) the past 18 months; or

      (b) the period since the obligation to disclose that regulated information commenced; or

(2) where a universal registration document is filed without prior approval, an explanation as to how a request for amendment or supplementary information as referred to in PRM 2.6.12R(1) has been taken into account in the universal registration document.

Where a universal registration document that is filed without prior approval is annotated in the margin in accordance with PRM 9.4.5R, it must be accompanied by an identical version without annotations in the margin.

(1) Subject to (2), the information referred to in PRM 9.2.3R and PRM 9.2.4R must be submitted together with the first draft of the prospectus.

(2) Where a universal registration document is filed without prior approval or where a universal registration document is amended: 

     (a) the information referred to in PRM 9.2.3R(1) to(4) and PRM 9.2.4R must be submitted at the time when the universal registration document is filed with the FCA; and

     (b) the information referred to in PRM 9.2.3R(5) must be submitted during the review process.

Where a frequent issuer informs the FCA that it intends to submit an application for approval, that frequent issuer must do so: 

(1) at least 5 working days before the date envisaged for the submission of an application for approval;

(2) in writing; and

(3) by electronic means,

indicating the PRM App 2 Annexes that are relevant for the draft prospectus.

Each version of the draft prospectus submitted after the first draft prospectus must highlight all changes made to the preceding draft and must be accompanied by an unmarked draft. 

The FCA may modify PRM 9.2.8R to accept marked extracts of the preceding draft prospectus only when limited changes have been made.

Where the FCA, in accordance with PRM 9.2.19G to PRM 9.2.20G has notified the issuer or person requesting admission to trading that the draft prospectus does not meet the standards of completeness, comprehensibility and consistency required, the subsequently submitted draft of the prospectus must be accompanied by an explanation as to how the outstanding issues notified by the FCA have been addressed.

Where changes made to a draft prospectus are self-explanatory or clearly address the outstanding issues notified by the FCA, an indication of where the changes have been made to address the outstanding issues is likely to be considered sufficient explanation for the purposes of PRM 9.2.10R.

The final draft of the prospectus must be submitted for approval together with all the information referred to in PRM 9.2.3R(2) to PRM 9.2.3R(5) and PRM 9.2.4R(2) that has changed compared with the previous submission.  

Where a sponsor is required to be appointed by an issuer under UKLR 4.2.1R(1) or UKLR 4.2.1R(1A) in respect of a prospectus or supplementary prospectus required for the admission to trading of equity shares, the FCA will not approve such prospectus or supplementary prospectus unless the issuer has submitted the declaration of the sponsor provided in accordance with UKLR 24.3.3R(1), UKLR 24.3.7R(1) or UKLR 24.3.18R, as applicable. 

(1) Where a sponsor is required to be appointed by an issuer under UKLR 4.2.1R(2) in respect of a document referred to in PRM 1.4.9R(1), the FCA will not approve such document unless the confirmation required by UKLR 24.3.3R, UKLR 24.3.7R or UKLR 24.3.19R is provided to the FCA by the issuer, as applicable.            

(2) Where a sponsor is required to be appointed by an issuer under UKLR 4.2.1R(2) in respect of a document referred to in PRM 1.4.10R, such document must not be made available to the public in accordance with PRM 1.4.10R(1) unless the confirmation required by UKLR 24.3.3R, UKLR 24.3.7R or UKLR 24.3.19R is provided to the FCA by the issuer, as applicable. 

The final draft of the prospectus must not be annotated in the margin.

Where no changes have been made to the information referred to in PRM 9.2.3R to PRM 9.2.4R, the issuer or person asking for admission to trading must confirm so in writing and by electronic means.

The FCA will acknowledge receipt of the initial application for approval of a draft prospectus or of the filing of a universal registration document or of an amendment to that universal registration document in writing and by electronic means as soon as possible and no later than by close of business on the second working day following the receipt of the application or filing.

Upon receipt of the initial application for approval of a draft prospectus and of the filing of a universal registration document, or of an amendment to that universal registration document, the FCA will inform the issuer or person asking for admission to trading of the following:

(1) the reference number of the application or of the filing; and

(2) the contact point within the FCA to which queries regarding the application or the filing may be addressed.

Where the draft prospectus does not meet the standards of completeness, comprehensibility and consistency necessary for its approval or where changes or supplementary information are needed, the FCA will inform the issuer or person asking for admission to trading thereof in writing and by electronic means. 

Where the universal registration document referred to in PRM 2.6.3R or an amendment to that universal registration document does not meet the standards of completeness, comprehensibility and consistency or where amendments or supplementary information are needed, the FCA will:

(1) inform the issuer of this in writing and by electronic means; and

(2)  where the shortcoming must be addressed without undue delay in accordance with PRM 2.6.12R(3), inform the issuer of this.

The FCA will notify the issuer or person requesting admission to trading about its decision regarding the approval of the draft prospectus in writing and by electronic means as soon as possible and by no later than by close of business of the day on which that decision is taken.