PRM App 1 Annex 3 Base prospectus

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.