Continuing along the theme of last week’s Equity Issues regarding news relating to the Prospectus Directive, this week’s issue concerns the FCA’s note published in respect of Article 5(4) of the Prospectus Directive. 

On 27 November 2015, the FCA published a note in relation to sending final terms to host competent authorities under the Prospectus Directive from 1 January 2016. The note reminds issuers that from 1 January 2016, Article 5(4) of the Prospectus Directive will no longer require issuers to send final terms to the competent authority of host Member States. Instead, the home competent authority must send final terms that have been filed with it as home competent authority to the competent authorities of host Member States.

The note sets out how issuers can file their final terms if the FCA is their home competent authority by providing the following information:

  • Issuer name
  • Title of the programme
  • Date of the final terms
  • Issue date of the securities
  • Date of the base prospectus and any relevant supplements
  • Prospectus identifier
  • The ISIN
  • The name of the host Member State to which the final terms should be communicated
  • Dates of the public offer.

The note points out, however, that submitting final terms for the purposes of the Prospectus Directive will not result in admission of securities to the Official List, and issuers wishing to apply to list securities that are subject to final terms should also send it to another FCA email address.

It further notes that, if the FCA is the host competent authority, the FCA will receive final terms directly from the home competent authority, but for the purposes of the Prospectus Directive only. If an issuer wishes the securities subject to the final terms to be admitted to the Official List, it will need to send the final terms to the FCA directly.