2.1 Prospectus Required? Flashcards by Annie wood

What part of PR allows Reg Doc to be base prospectus for next 12 months

PR 5.1.4R

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Where does the pro forma financial info go in prospectus

Into share reg doc

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Two requirements for prospectus to passport to other MS

Approved by FCA + certificate obtained

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Where is the reasonable belief defence to 21(1) FSMA

25(2)

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What market is not a Regulated Market

AIM

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Two different formats for prospectus

Single or separate docs

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What does Share Reg Doc contain

Primarily financial info

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How many mandatory tables make up summary part of prospectus

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Why should Ss not accept responsibility for part of prospectus

To have benefit of protection under 5.5.9R

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Contravention of 21(1) FSMA is what kind of offence

Criminal

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What kind of communication is excluded from 85(1) FSMA

Communication in connection w/ trading on Regulated Market (102B(5))

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What market is a Regulated Market

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Where are the exempt offers from 85(1) set out?

86(1)

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Name the 4 exemptions to 21(1) FSMA under FPO

19, 49, 50 and 70(1)(c)

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If prospectus is in separate docs, how is it split up

Summary, Reg Doc and Securities Note

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Where is ‘offer to the public’ defined for 85(1)

102B FSMA

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If there is a misleading/inaccurate statement in marketing, under what provision might there be civil liability

90 FSMA

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Annex I of Prospectus Directive is for what

Share Reg doc

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What is an ‘offer to the public’ defined as for 85(1)

Any communication to any person if sufficient info given

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What securities are exempt from 85(1) in PR

Scrip dividends, offer to Ds/employees

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PR 5.1.4R allows what

Reg Doc can be base prospectus for next 12 months

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When do Part 1 and 2 Schedule 11A apply as exemptions - to which test under 85?

85(1) offer to the public

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What parts of PR 3.3 apply to roadshows particularly

3.3.4R and 3.3.7R

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What is the informed assessment test

All info necessary to make an informed decision

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What part of PR imposes rules on access to websites as part of marketing

PR 3.2.6A

Where is realtime communication in FPO

Article 7

What is the second test for prospectus under 85

Admit to trading on RM

Two annexes applicable for content of Share Reg Doc

I and II

What part of what provision relates to advertising content

PR 3.3

Two due diligence issues for prospectus

Financial and legal

What exemption to 21(1) FSMA under FPO applies to prospectuses

70(1)(c)

Two possible categories of exemptions to 85(1)

Relating to exempt offers, and exempt securities

Annex II of Prospectus Directive is for what

Pro forma financial info

Where are the exempt securities in PR for 85(1) FSMA

PR 1.2.2R

Where is there a general prohibition against communicating inducement/invitation to engage in investment activity

21(1) FSMA

What part of FSMA requires supplementary prospectus if necessary

87G FSMA

Where is solicited communication in FPO

Article 8

First test under 85(1)

Offer to the public

What three exemptions to 21(1) FSMA under FPO apply to institutional investor offers

19, 49 and 50

What must be included in the summary

Key info + warning under **PR** **2.1.7**

Where are the exempt securities for 85(1)

Part 1/2 Schedule 11A, or PR 1.2.2R

Where are the specific disclosure Os - what part of what provision refers to Prospectus Directive, and to Annexes

PR 2.1.4 and 2.3.1

What is the financial due diligence issue for prospectus

Accountants have to draw up long-form and short-form financial report

When is verification of prospectus presented to BoD

As part of approving draft prospectus

Annex XXII of PD is for what

Summary

When is prospectus required

If 1/2 tests in s.85 FSMA complied with

Where is the general disclosure O

87A FSMA

What is the exemption to 85(2) under PR 1.2.3R

Admit shares less than 20% of shares of same class already admitted

If the securities are exempt for 85(1) under Part 1/2 Schedule 11A, what will still be required

Listing particulars if MM

What three things are all considered to be marketing for 21(1) FSMA

Roadshows, pathfinder and websites

For what kind of issue is the offer exemption for 85(1) likely (qualified investors)

Placing

Where are the two security exemptions for 85(2)

Part 1 Schedule 11A and PR 1.2.3R

What marketing material does PR 3.3 not apply to

Prospectus

How many primary exemptions to 21(1) FSMA under FPO

What is the aim of verifying prospectus

Evidence to back up statements from independent sources to defend any claims made

FPO distinguishes between what kinds of communication

Realtime or non-real time, solicited and unsolicited

When does Part 1 only of Schedule 11A apply as exemptions - to which test under 85?

85(2) admit to trading on regulated market

When is there a defence to 21(1) FSMA

Reasonable belief communication prepared/approved by AP, or took all reasonable precautions to avoid committing the offence

Annex III of PD is for what

Share Securities note

What is realtime communication for FPO

Personal visits/calls

When does 21(1) FSMA not apply

Activity by authorised person, approved by AP, or FPO exemption applies

Where is the definition of 'transferable securities' for 85 FSMA

102A(3) FSMA

Max length of summary

7% or 15 pages (Whichever is longer)

Failure to make summary clear and easy to understand can lead to what

Civil liability under 90(12) FSMA

Which financial report is confidential

Long-form

How long is prospectus valid for after approval

12 months

What is the offer exemption for 85(1)

Exempt if to qualified investors only or less than 150 persons per EEA

Where are the methods for publishing prospectus

3.2.4R

Where are the securities exemptions applicable for 85(1) set out

85(5)

What part of PR applies to summary (where for content?)

PR 2.1

Does 70(1)(c) FPO apply to pathfinders?

What is the legal due diligence for prospectus

Ensure complying w/ all relevant rules (LR, DTR, UKLA checklists)

What is the benefit of having separate docs for prospectus

Reg Doc can then be base prospectus for next 12 months

Two exemptions for 85(2) relate to what only

Security

What is the test for general disclosure under 87A FSMA

Informed assessment test

What legislation allows a prospectus to passport to other MS

Prospectus Directive

Possible penalties for breaching 21(1) FSMA (3 categories, 5 provisions)

Criminal offence (**25(1)**), misleading/inaccurate statement (**90**, **90A FSMA**, **89**/**90** **FSA**) + possible liability for Ds (**400 FSMA**).

Under what provision may **_Ds_** be liable as a result of breach of 21(1) FSMA

400 FSMA

What may happen to the agreement entered into as a result of unlawful financial promotion (against **21(1) FSMA**)

Unwound unless court exercises discretion under **30(4)**

What provision covers information to be included in summary, outside of PRs

87A - 'key info'