The following Corporate practice note provides comprehensive and up to date legal information covering:
STOP PRESS: On 21 July 2019, the Prospectus Regulation 2017/1129 became fully applicable in EU member states and the Prospectus Directive was repealed. The Prospectus Regulation now regulates when a prospectus is required to be published in respect of an offer of securities to the public in the UK or the admission of securities to trading on a regulated market in the UK. The FCA has aligned the FCA Handbook with the provisions of the Prospectus Regulation by deleting the Prospectus Rules in their entirety and replacing them with the Prospectus Regulation Rules sourcebook. For more information see Practice Note: The Prospectus Regulation—essentials and The Prospectus Regulation—is a prospectus required?.
ARCHIVED: This archived Practice Note is not maintained and is for background information only. For more information, see Practice Note: The Prospectus Regulation—essentials.
This Practice Note sets out the financial information disclosure requirements for a prospectus in connection with an offer of securities to the public or admission of securities to trading on a regulated market in the UK, eg an initial public offer (IPO), on the London Stock Exchange's Main Market for listed securities under the old Prospectus Directive regime as formerly set out in the Prospectus Rules (PR) published by the Financial Conduct Authority (FCA). It does not cover the general information disclosure requirements.
For the general information disclosure requirements under the old Prospectus Directive
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Brexit: The UK's departure from the EU on exit day ie Friday 31 January 2020 has implications for practitioners dealing with provisions in the CPR relevant to cross border matters, including CPR 5.4C (discussed below). For guidance on the impact of Brexit on the CPR, see Cross border
NOTE: This Practice Note is being reviewed in light of the changes to CPR 81 that will be introduced by the Civil Procedure (Amendment No 3) Rules 2020, SI 2020/747, which is available here. The changes to CPR 81 involve a substitution of the entirety of CPR 81, which will be renamed ‘Part 81
An intention to create legal relations is requiredThere are various situations in which a court will hold that an agreement is not binding because, though supported by consideration, it was made without any intention of creating legal relations (see, eg, Blue v Ashley).Did the parties intend to
What is QOCS?Qualified one-way costs shifting (QOCS) was introduced on 1 April 2013 as part of the Jackson costs reforms following the removal of a claimant’s right to recover additional liabilities from the defendant, ie success fees and after the event (ATE) insurance premiums. The relevant CPR
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