PRM 9.5 Publication of the prospectus

(1) Unless an exemption referred to in PRM 1.4.2R applies, where an offer is made reliant on the exemption in paragraph 6(a) of Schedule 1 to the Public Offers and Admissions to Trading Regulations, a prospectus must be made available to the public in accordance with the rules in PRM 9.5 and PRM 9.6 before the end of the offer period.

[Note: Paragraph 6(a) of Schedule 1 of the Public Offers and Admissions to Trading Regulations]

(2) Where final terms are not included in a base prospectus or supplementary prospectus, for the purposes of complying with (1), only the base prospectus is required to be made available to the public in accordance with the rules in PRM 9.5 and PRM 9.6 before the end of the offer period. 

In the case of an initial offer of a class of shares admitted to trading for the first time, the prospectus must be made available to the public in accordance with the rules in PRM 9.5  and PRM 9.6 at least 3 working days before the end of the offer period.

1. In all other cases, following approval, a prospectus must be made available to the public in accordance with the rules in PRM 9.5 andPRM 9.6 :

2. (1) at a reasonable time in advance of the admission to trading of the transferable securities involved; and

3. (2) in any event no later than the time at which the admission to trading of the transferable securities involved begins.

The prospectus, whether a single document or consisting of separate documents, will be deemed available to the public when published in electronic form on any of the following websites:

(1) the website of the issuer or the person asking for admission to trading;

(2) the website of the financial intermediaries placing or selling the securities, including paying agents; or

(3) the website of the regulated market where the admission to trading is sought.

The prospectus must be published on a dedicated section of the website which is easily accessible on entering the website. 

Access to the prospectus must not be subject to the completion of a registration process, the acceptance of a disclaimer limiting legal liability or the payment of a fee. 

Warnings specifying the jurisdiction(s) in which an offer or an admission to trading is being made will not be considered to be disclaimers limiting legal liability.

The prospectus must be made available in an electronic format that cannot be modified and is:

(1) downloadable;

(2) printable; and

(3) searchable.

The following documents, as relevant, must be accessible under the same section on the website referred to in PRM 9.5.5R, alongside the prospectus:

(1) documents that contain information incorporated by reference in accordance with PRM 5;

(2) any supplementary prospectus related to the prospectus;

(3) final terms related to the prospectus; and

(4) a separate copy of the summary, clearly indicating the prospectus to which it relates.

The following documents, as relevant, must remain publicly available in electronic form for at least 10 years after their publication on the websites referred to in PRM 9.5.3R:

(1) an approved prospectus;

(2) any approved supplementary prospectus; and

(3) final terms related to the prospectus.

Where hyperlinks are used for information incorporated by reference in the prospectus, and the supplementary prospectus and/or final terms related to the prospectus, such hyperlinks must remain functional for at least 10 years after publication of such documents.

An approved prospectus must contain a prominent warning stating when the validity of the prospectus will expire. The warning must also state that the obligation to supplement a prospectus in the event of significant new factors, material mistakes or material inaccuracies in accordance with PRM 10 does not apply when a prospectus is no longer valid.

In the case of a prospectus comprising several documents and/or incorporating information by reference in accordance with PRM 5 , the documents and information that constitute the prospectus may be published and distributed separately, provided that those documents are made available to the public in accordance with PRM 9.5.4R.

Where a prospectus consists of separate documents in accordance with PRM 2.2.7R to PRM 2.2.16R, each of those component documents, except for documents incorporated by reference in accordance with PRM 5 , must indicate that it is only one part of the prospectus and where the other component documents may be obtained.

The text and the format of the prospectus, any supplementary prospectus or final terms made available to the public, must at all times be identical to the original version approved by the FCA.

A copy of the prospectus on a durable medium must be delivered to any potential investor, upon request and free of charge, by the issuer or the person asking for admission to trading or the financial intermediaries placing or selling the transferable securities. 

In the event that a potential investor in the UK makes a specific demand for a paper copy, the persons referred to in PRM 9.5.16R must deliver a printed version of the prospectus.