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CF > 2.1 Prospectus Required? > Flashcards

2.1 Prospectus Required? Flashcards

1
Q

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

A

PR 5.1.4R

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2
Q

Where does the pro forma financial info go in prospectus

A

Into share reg doc

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3
Q

Two requirements for prospectus to passport to other MS

A

Approved by FCA + certificate obtained

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4
Q

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

A

25(2)

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5
Q

What market is not a Regulated Market

A

AIM

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6
Q

Two different formats for prospectus

A

Single or separate docs

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7
Q

What does Share Reg Doc contain

A

Primarily financial info

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8
Q

How many mandatory tables make up summary part of prospectus

A

5

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9
Q

Why should Ss not accept responsibility for part of prospectus

A

To have benefit of protection under 5.5.9R

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10
Q

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

A

Criminal

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11
Q

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

A

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

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12
Q

What market is a Regulated Market

A

MM

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13
Q

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

A

86(1)

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14
Q

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

A

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

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15
Q

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

A

Summary, Reg Doc and Securities Note

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16
Q

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

A

102B FSMA

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17
Q

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

A

90 FSMA

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18
Q

Annex I of Prospectus Directive is for what

A

Share Reg doc

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19
Q

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

A

Any communication to any person if sufficient info given

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20
Q

What securities are exempt from 85(1) in PR

A

Scrip dividends, offer to Ds/employees

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21
Q

PR 5.1.4R allows what

A

Reg Doc can be base prospectus for next 12 months

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22
Q

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

A

85(1) offer to the public

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23
Q

What parts of PR 3.3 apply to roadshows particularly

A

3.3.4R and 3.3.7R

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24
Q

What is the informed assessment test

A

All info necessary to make an informed decision

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25
Q

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

A

PR 3.2.6A

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26
Q

Where is realtime communication in FPO

A

Article 7

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27
Q

What is the second test for prospectus under 85

A

Admit to trading on RM

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28
Q

Two annexes applicable for content of Share Reg Doc

A

I and II

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29
Q

What part of what provision relates to advertising content

A

PR 3.3

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30
Q

Two due diligence issues for prospectus

A

Financial and legal

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31
Q

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

A

70(1)(c)

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32
Q

Two possible categories of exemptions to 85(1)

A

Relating to exempt offers, and exempt securities

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33
Q

Annex II of Prospectus Directive is for what

A

Pro forma financial info

34
Q

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

A

PR 1.2.2R

35
Q

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

A

21(1) FSMA

36
Q

What part of FSMA requires supplementary prospectus if necessary

A

87G FSMA

37
Q

Where is solicited communication in FPO

A

Article 8

38
Q

First test under 85(1)

A

Offer to the public

39
Q

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

A

19, 49 and 50

40
Q

What must be included in the summary

A

Key info + warning under PR 2.1.7

41
Q

Where are the exempt securities for 85(1)

A

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

42
Q

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

A

PR 2.1.4 and 2.3.1

43
Q

What is the financial due diligence issue for prospectus

A

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

44
Q

When is verification of prospectus presented to BoD

A

As part of approving draft prospectus

45
Q

Annex XXII of PD is for what

A

Summary

46
Q

When is prospectus required

A

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

47
Q

Where is the general disclosure O

A

87A FSMA

48
Q

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

A

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

49
Q

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

A

Listing particulars if MM

50
Q

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

A

Roadshows, pathfinder and websites

51
Q

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

A

Placing

52
Q

Where are the two security exemptions for 85(2)

A

Part 1 Schedule 11A and PR 1.2.3R

53
Q

What marketing material does PR 3.3 not apply to

A

Prospectus

54
Q

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

A

4

55
Q

What is the aim of verifying prospectus

A

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

56
Q

FPO distinguishes between what kinds of communication

A

Realtime or non-real time, solicited and unsolicited

57
Q

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

A

85(2) admit to trading on regulated market

58
Q

When is there a defence to 21(1) FSMA

A

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

59
Q

Annex III of PD is for what

A

Share Securities note

60
Q

What is realtime communication for FPO

A

Personal visits/calls

61
Q

When does 21(1) FSMA not apply

A

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

62
Q

Where is the definition of ‘transferable securities’ for 85 FSMA

A

102A(3) FSMA

63
Q

Max length of summary

A

7% or 15 pages (Whichever is longer)

64
Q

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

A

Civil liability under 90(12) FSMA

65
Q

Which financial report is confidential

A

Long-form

66
Q

How long is prospectus valid for after approval

A

12 months

67
Q

What is the offer exemption for 85(1)

A

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

68
Q

Where are the methods for publishing prospectus

A

3.2.4R

69
Q

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

A

85(5)

70
Q

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

A

PR 2.1

71
Q

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

A

No

72
Q

What is the legal due diligence for prospectus

A

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

73
Q

What is the benefit of having separate docs for prospectus

A

Reg Doc can then be base prospectus for next 12 months

74
Q

Two exemptions for 85(2) relate to what only

A

Security

75
Q

What is the test for general disclosure under 87A FSMA

A

Informed assessment test

76
Q

What legislation allows a prospectus to passport to other MS

A

Prospectus Directive

77
Q

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

A

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

78
Q

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

A

400 FSMA

79
Q

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

A

Unwound unless court exercises discretion under 30(4)

80
Q

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

A

87A - ‘key info’

CF (11 decks)

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