PRM App 1 Format of a prospectus, prospectus summary and base prospectus

Where a prospectus is drawn up as a single document, it must be composed of the following elements set out in the following order:

(1) a table of contents;

(2) a summary, where required by PRM 2.5(Prospectus summary);

(3) the risk factors referred to in PRM 4.5(Risk factors); and 

(4) any other information referred to in the PRM App 2 Annexes that is to be included in that prospectus.

The issuer or person requesting admission to trading may decide the order in which the information referred to in the PRM App 2 Annexes is set out in the prospectus.

Where a prospectus is drawn up as separate documents, the registration document and the securities note must be composed of the following elements set out in the following order:

(1) a table of contents;

(2) the risk factors referred to inPRM 4.5 (Risk factors); and 

(3) any other information referred to in thePRM App 2 Annexes that is to be included in the registration document and the securities note.

The issuer or person requesting admission to trading may decide the order in which the information referred to in thePRM App 2 Annexes is set out in the registration document and the securities note.

Where the registration document is drawn up in the form of a universal registration document, the issuer may include the risk factors referred to in PRM App 1 Annex 1.2R(2) among the information referred to in PRM App 1 Annex 1.2R(3), provided that those risk factors remain identifiable as a single section.

Where a universal registration document is used for the purposes of PRM 2.6.18R to PRM 2.6.20R, the information referred to in those rules must be presented in accordance with DTR 4.1.15 to DTR 4.1.22.

This annex specifies the detailed and specific content and format requirements for the purpose of PRM 2.5 (Prospectus summary). 

1. The summary must be drawn up as a short document written in a concise manner, no longer than 10 sides of A4-sized paper when printed. The summary must:

2. (1) be presented and laid out in a way that is easy to read, using characters of readable size; and

3. (2) be written in a language and a style that facilitate the understanding of the information – in particular, in language that is clear, non-technical, concise and comprehensible for investors.

1. The summary must be made up of the following 5 sections:

2. (1) section 1: a preliminary disclosure; 

3. (2) section 2: an introduction, containing warnings; 

4. (3) section 3: key information on the issuer; 

5. (4) section 4: key information on the transferable securities; and 

6. (5) section 5: key information on the admission to trading/proposed admission to trading.

1. This section must explain to the reader:

2. (1) the purpose of the document (prospectus);

3. (2) the reason(s) for the proposed admission to trading;

4. (3) the intended use of the proceeds from the purchase and/or subscription for the transferable securities that are being issued.

1. This section must contain:

2. (1) the name and International Securities Identification Number (ISIN) of the transferable securities;

3. (2) the identity and contact details of the issuer, including its legal entity identifier (LEI);

4. (3) where applicable, the identity and contact details of the person asking for admission to trading, including its LEI where the person has legal personality;

5. (4) the contact details of the FCA and an explanation that the FCA has approved the registration document or the universal registration document;

6. (5) the date of approval of the prospectus; and

7. (6) the following warnings:

8.      (a) that the summary should be read as an introduction to the prospectus;

9.      (b) any decision to invest in the transferable securities should be based on a consideration of the prospectus as a whole by the investor;

10.      (c) where applicable, that the investor could lose all or part of the invested capital and, where the investor’s liability is not limited to the amount of the investment, a warning that the investor could lose more than the invested capital and the extent of such potential loss; and

11.      (d) civil liability attaches only to those persons who have tabled the summary, but only where the summary is misleading, inaccurate or inconsistent, when read together with the other parts of the prospectus, or where it does not provide, when read together with the other parts of the prospectus, key information in order to aid investors when considering whether to invest in such transferable securities.

12.      (e) [deleted]

1. This section must contain:

2. (1) under a sub-section entitled ‘Who is the issuer of the securities?’, a brief description of the issuer of the transferable securities, including at least the following:

3.      (a) its domicile and legal form, its LEI, the law under which it operates and its country of incorporation;

4.      (b) its principal activities; 

5.      (c) its major shareholders, including whether it is directly or indirectly owned or controlled and by whom;

6.      (d) the identity of its key managing directors; and

7.      (e) the identity of its statutory auditors; 

8. (2) under a sub-section entitled ‘What is the key financial information regarding the issuer?’, a selection of historical key financial information presented for each financial year of the period covered by the historical financial information, and any subsequent interim financial period, accompanied by comparative data from the same period in the prior financial year, including relevant information about the assets and liabilities and financial position of the issuer including income statements, balance sheets and cash flow statements, as appropriate. The key financial information section should:

9.       (a)  be presented in tabular format;

10.       (b) identify any historical financial information in the summary of a prospectus, which is not extracted from the financial statements;

11.       (c) present pro forma information to be included in the summary in additional columns in the tables or as a separate table, where the pro forma information affects the key financial information;

12.       (d) accompany the pro forma information by a brief explanation of the figures presented in the additional columns or separate table, where that is necessary for its understanding;

13.       (e) include a statement that, where applicable, only qualitative information is included in the prospectus in respect of a significant gross change; 

14.       (f) present the key financial information in a manner consistent with the prospectus where the issuer has a complex financial history according to the rules in PRM 4.4.11R; and

15.       (g) if applicable, include a brief description where an audit report relating to the historical financial information has been refused by the statutory auditors or contains:

16.            (i) qualifications;

17.            (ii) modifications of opinion;

18.            (iii) emphasis of matter; or

19.            (iv) disclaimers.

20. (3) under a sub-section entitled ‘What are the key risks that are specific to the issuer?’, a brief description of the most material risk factors specific to the issuer contained in the prospectus.

21. The issuer may add further sub-headings beyond those specified above, where deemed necessary.

If an issuer is required to disclose under the applicable PRM App 2 Annex where an audit report on any historical financial information contains a statement of a material uncertainty relating to going concern or any other matters reported on by exception, the FCA, when reviewing the summary, may consider whether sufficient prominence has been given to such information in the prospectus. 

1. (1) The section must contain: 

2.      (a) under a sub-section entitled ‘What are the main features of the securities?’, a brief description of the transferable securities admitted to trading, including at least:

3.           (i) their type and class;

4.           (ii) where applicable, their currency, denomination, par value, the number of transferable securities issued and the term of the transferable securities;

5.           (iii) the rights attached to the transferable securities;

6.           (iv) the relative seniority of the transferable securities in the issuer's capital structure in the event of insolvency, including, where applicable, information on the level of subordination of the transferable securities and the potential impact on the investment in the event of a resolution under the UK law which implemented the RRD;

7.           (v) any restrictions on the free transferability of the transferable securities; and

8.           (vi) where applicable, the dividend or payout policy;

9.      (b) under a sub-section entitled ‘Where will the securities be traded?’, an indication as to whether the transferable securities are or will be subject to an application for admission to trading and an indication of which markets;

10.      (c) where there is a guarantee attached to the transferable securities, under a sub-section entitled ‘Is there a guarantee attached to the securities?’, the following information:

11.           (i) a brief description of the nature and scope of the guarantee;

12.           (ii) a brief description of the guarantor, including its LEI;

13.           (iii) the relevant key financial information for the purpose of assessing the guarantor's ability to fulfil its commitments under the guarantee; and

14.           (iv) a brief description of the most material risk factors pertaining to the guarantor contained in the prospectus in accordance with PRM 4.5.6R;

15.      (d) under a sub-section entitled ‘What are the key risks that are specific to the securities?’, a brief description of the most material risk factors specific to the transferable securities contained in the prospectus;

16. (2) Where an issuer is in financial distress, this needs to be clearly stated and given sufficient prominence in the prospectus summary.

17. (3) Where a product summary is required to be prepared under DISC, the issuer or the person asking for admission to trading may substitute the content set out in section 4 with the information set out in the product summary.

18. (4) Where there is a substitution of content pursuant to sub-paragraph (3), the maximum length set out in PRM App 1 Annex 2.2R can be extended by the number of pages of theproduct summary. The content of the product summary should be included as a distinct section of the summary. The page layout of that section must clearly identify it as the content of the product summary.

19. (5) Where the summary contains the information referred to in sub-paragraph (3), the maximum length set out in PRM App 1 Annex 2.2R may be extended by 1 additional side of A4-sized paper.

20. (6) The issuer may add further sub-headings beyond those specified above, where deemed necessary.

1. The section ‘Key information on the admission to trading / proposed admission to trading’ must contain:

2. (1) under a sub-section entitled ‘Under which conditions and timetable can I invest in this security?’, where applicable, the general terms, conditions and expected timetable of the offer, the details of the admission to trading, the plan for distribution, the amount and percentage of immediate dilution resulting from the issue, and an estimate of the total expenses of the issue and/or offer, including estimated expenses charged to the investor by the issuer;

3. (2) if different from the issuer, under a sub-section entitled ‘Who is the person asking for admission to trading?’, a brief description of the person asking for admission to trading, including its domicile and legal form, the law under which it operates and its country of incorporation; and

4. (3) under a sub-section entitled ‘Why is this prospectus being produced?’, a brief description of the reasons for the offer or for the admission to trading, as well as, where applicable:

5.      (a) the use and estimated net amount of the proceeds;

6.      (b) an indication of whether the offer is subject to an underwriting agreement on a firm commitment basis, stating any portion not covered;

7.      (c) an indication of the most material conflicts of interest pertaining to the offer or the admission to trading.

8. The issuer may add further sub-headings beyond those specified above, where deemed necessary.

This annex specifies the detailed and specific content and format requirements for the purpose of PRM 2.3 (Base prospectus). 

1. (1) A base prospectus drawn up as a single document must be composed of the following elements set out in the following order: 

2.      (a) a table of contents; 

3.      (b) a general description of the issuance programme; 

4.      (c) the risk factors referred to in PRM 4.5; and

5.      (d) any other information referred to in the PRM App 2 Annexes that is to be included in that base prospectus. 

6. (2) The issuer or person requesting the admission to trading may decide the order in which the information referred to in the PRM App 2 Annexes is set out in the base prospectus. 

7. (3) Where a base prospectus is drawn up as separate documents, the registration document and the securities note must be composed of the following elements set out in the following order: 

8.       (a) a table of contents; 

9.       (b) in the securities note, a general description of the issuance programme; 

10.       (c) the risk factors referred to in PRM 4.5; and

11.       (d) any other information referred to in the PRM App 2 Annexes that is to be included in the registration document and the securities note. 

12. (4) The issuer or person requesting admission to trading may decide the order in which the information referred to in the PRM App 2 Annexes is set out in the registration document and the securities note. 

13. (5) An issuer or person requesting admission to trading may compile in one single document two or more base prospectuses. 

14. (6) Where the registration document is drawn up in the form of a universal registration document, the issuer may include the risk factors referred to in PRM 4.5 among the information referred to in PRM App 1 Annex 3.2R(3)(d), provided that those risk factors remain identifiable as a single section. 

15. (7) Where a universal registration document is used for the purposes of the information referred to in PRM 2.6.18R to PRM 2.6.20R, the information referred to in those rules must be presented in accordance with DTR 4.1.15 to DTR 4.1.22. 

16. (8) (a) Where the order of the information referred to in PRM App 1 Annex 3.2R(1)(d) or PRM App 1 Annex 3.2R(3)(d) is different from the order in which that information is presented in the PRM App 2 Annexes, an applicant must provide the FCA with a list of cross-references indicating the items of the PRM App 2 Annexes to which that information corresponds. 

17.       (b) The list of cross-references referred to in point (8)(a) must identify any items set out in the PRM App 2 Annexes that have not been included in the draft base prospectus due to the nature or type of issuer, transferable securities or admission to trading. 

18. (9) Where no list of cross-references is required in accordance with PRM App 1 Annex 3.2R(8) or is not voluntarily submitted by the issuer or person requesting admission to trading, it must be indicated in the margin of the draft base prospectus to which information in the draft base prospectus the relevant information items set out in the PRM App 2 Annexes correspond.

1. (1) The information referred to as ‘Category A’ in PRM App 2 Annexes 11 and 12 to 14 must be included in the base prospectus.

2. (2) The information referred to as ‘Category B’ in PRM App 2 Annexes 11 and 12 to 14 must be included in the base prospectus, except for details of that information that are not known at the time of approval of that base prospectus. Such details must be inserted in the final terms. 

3. (3) The information referred to as ‘Category C’ in PRM App 2 Annexes 11 and 12 to 14 must be inserted in the final terms, unless it is known at the time of approval of the base prospectus, in which case it may be inserted in that base prospectus instead. 

4. (4) In addition to the information referred to in (2) and (3), the final terms should only contain the information referred to in PRM App 2 Annex 17. The form of the final terms referred to in PRM 2.3.2R(1) must indicate which of the information referred to in PRM App 2 Annex 17 is to be determined in the final terms. 

5. (5) The final terms must not contradict the information included in the base prospectus.