PRM 9.4 Applying for approval

A draft prospectus must be substantially complete prior to any submission for approval of that draft.

An applicant must take all reasonable care to ensure that any prospectus submitted for approval, for which it is responsible:

(1) contains the information that is required under PRM 2.1.1R, including the relevant information items set out in the PRM App 2 Annexes; and

(2)  is, to the best of that person's knowledge, in accordance with the facts and contains no omission likely to affect its import.

Where the order of information referred to in PRM App 1 Annex 1.1R(4) and PRM App 1 Annex 1.2R(3) is different from the order set out in the PRM App 2 Annexes, an applicant must provide the FCA with a cross-reference list identifying the pages where each disclosure item can be found in the prospectus.

The list of cross-references referred to in PRM 9.4.3R must identify any items set out in the PRM App 2 Annexes that have not been included in the draft prospectus due to the nature or type of issuer, transferable securities or admission to trading.

Where no list of cross-references is required or is not voluntarily submitted by the issuer, or person asking for admission to trading, it must be indicated in the margin of the draft prospectus to which information in the draft prospectus the relevant information items set out in the PRM App 2 Annexes correspond.

(1) The applicant must submit to the FCA by the date specified in (2):

     (a) a completed Form A;

     [Note: This form is available on the FCA website. See https://www.fca.org.uk/markets/primary-markets/forms]

     (b) the relevant fee; and 

     [Note: FEES 3 sets out the relevant fee payable to the FCA]

     (c) the first draft of the prospectus (accompanied, where relevant, by the additional information set out in PRM 9.2.3R and PRM 9.2.4R).

(2) The date referred to in (1) is:

     (a) at least 10 working days before the intended approval date of the prospectus; 

     (b) at least 20 working days before the intended approval date of the prospectus if the applicant does not have transferable securities admitted to trading; or

     (c) as soon as practicable in the case of a supplementary prospectus.

(3) The applicant must submit the final version of the draft prospectus and the additional information set out in PRM 9.2.12R, PRM 9.2.15R and PRM 9.2.16R to the FCA before midday on the day on which approval is required to be granted.

The FCA will follow the executive procedures for statutory notice decisions and statutory notice associated decisions if it:

(1) proposes to refuse to approve a prospectus; or

(2) decides to refuse to approve a prospectus after having given the applicant a written notice.

[Note: DEPP 4 sets out the executive procedures for statutory notice decisions and statutory notice associated decisions]

A prospectus must not be published unless the FCA has approved it, or all of its component parts in accordance with PRM 2.2.7R to PRM 2.2.16R (Approval of component parts of a prospectus).

Regulation 7 of the Financial Services and Markets Act 2000 (Service of Notice Regulations) 2001 (SI 2001/1420) contains provisions relating to the possible methods of serving documents on the FCA. Regulation 7 does not apply to the submission of a draft prospectus to the FCA for approval because of the provisions set out in PRM 9.1.5G to PRM 9.1.10G.