Upfront SubmissionTemplate– Debt Documents
This template may be submitted to the UKLA via ESS together with the sanctions letter, the Form A (unless listing particulars), the document publication form, issuer contact details,cross-reference lists, documents incorporated by reference (to the extent not previously submitted to the UKLA) and the document to be vetted.
Its submission is optional, but if you intend to do so, please ensure it is uploaded to ESS not later than 8am (UK time) on the second full review day (i.e. D+2, for a case submitted to us before 4pm on day D and allocated for commencement of the review on D+1).
This form is only to be used for debt (i.e. PDR Annexes 4, 7, 8, 9, 11, 16, 17, 26, 27 and 29) documents.
Please see our website for guidance on the submission process.
Issuer(s) name(s):
Name of Advisor:
Contact at Advisor:
Date:
Note: In providing responses on behalf of the Issuer to the questions in this template,you should notify the UKLA as soon as practicable – and in any event prior to approval of the document – if theychange or are no longer valid.
(I) Please answer the following questions
Yes / No / N/A1. Some reminders regarding document vetting / approval procedures:
a) Have the relevant vetting fees been paid (or will they be paid not later than submission of the second draft of the document)?
See / ☐ / ☐ / ☐ /
b) Are you registered with the National Storage Mechanism, for the purposes of filing the document with us upon approval?
See and PR3.2.1 / ☐ / ☐ /
c) Do you acknowledge that our review of the document is under the Listing and Prospectus Rules (and does not cover other aspects of FCA regulation to which the issuer may be subject)? / ☐ / ☐ /
d) Are you familiar with the procedures for approving and publishing the final version of the document?
See PR3.1.-1EU, 3.1.3, 3.1.10 and Appendix notes for details / ☐ / ☐ /
e) Where admission to the Official List is sought, are you familiar with the procedures for arranging a listing hearing?
Contact / 020 7066 8352 if in doubt / ☐ / ☐ / ☐ /
f) Where your submission relates to a programme, are you familiar with the procedures for submitting and passportingfinal terms?
See LR3.4.8 and / ☐ / ☐ / ☐ /
2. Please tell us about the type and content of the document:
a) For a document envisaging issuance of ‘PD exempt notes’, is it presented in appropriately segregated format?
See UKLA / TN / 629.2; notethis applies only to programmes / ☐ / ☐ / ☐ /
b) Have all documents being incorporated by reference been previously reviewed by the FCA in accordance with Article 11 of Directive 2003/71/EC?
If ‘No’ then please submit such documents as required by PR3.1-1 EU / ☐ / ☐ / ☐ /
c) Will information incorporated by reference be presented in accordance with PR2.4, 3.1.-1EU and the requirements set out in part B of the Appendix below?
See Appendix notes for details / ☐ / ☐ / ☐ /
d) Will the document include any profit forecasts or estimates?
See e.g. UKLA/TN/340.1 and ESMA Q&A 25(2) and 84 / ☐ / ☐ /
e) Will the document include any pro forma financial information?
See e.g. UKLA/TN/633.1 / ☐ / ☐ /
f) Does the document envisage the issuance of partly paid securities?
I.e. securities where the issue price is payable in instalments / ☐ / ☐ /
g) Does the document envisage the issuance of corporate ‘high-yield’ securities?
These may be characterised by e.g. high leverage ratios, sub-investment grade ratings, or a recent leveraged acquisition – please discuss with us if in doubt / ☐ / ☐ /
h) For a document relating to admission to the Professional Securities Market, do the notes concerned meet the definition of ‘specialist securities’?
See LR4.1.1(2) / ☐ / ☐ / ☐ /
(II) Is there additional information you would like to bring to our attention?
In particular, please expand on any reasons why the questions above could not be addressed
Appendix –Reference notes for submitters
A. Document approval procedures
i)The issuer should be made aware of the list of documents required for approval of a document set out in PR3.1.-1EU and PR3.1.3.
ii)The document must be dated the day of approval.
iii) Publication may only occur after approval per PR3.1.10.
iv)When submitting final documents for approval in ESS:
a) the document must not include ‘pre-cover’ pages, investor notices, or annotations (or any other information not forming part of the document to be approved) as ESS does not allow us to edit the electronic document;
b)the document must be correctly categorised (as prospectus / listing particulars etc.) to ensure that the approval certificate is accurate;
c) the primary contact in ESS must be updated to include the person who wishes to receive the written certificate of approval.
v)When it comes to submitting the final document:
a) where the information set out in Article 2(2) (reproduced in PR3.1.-1EU) has already been submitted in final form (i.e. signed and dated), it does not need to be resubmitted on the day of approval; and
b) a confirmation that there is no change to this information will need to be submitted via ESS (see Article 4). A template ‘no change confirmation’ letter is available on the UKLA website for your convenience.
B. Incorporation by reference
i)Any documents to be incorporated by reference must have either been formally approved by the competent authority of the Home State or filed with or notified to it in accordance with the Prospectus Directive or Transparency Directive by no later than at approval of this document as per PR2.4.
ii)If only certain parts of a document are being incorporated by reference, there should be a statement within the (main) document that the non-incorporated parts are either not relevant for investors or are covered elsewhere in the document.
iii)To the extent that any documents incorporated themselves (either expressly or implicitly) incorporate by reference further information/documents (‘daisy-chaining’), the document should include the following wording (or equivalent wording with the exact same meaning):
“To the extent that any document or information incorporated by reference or attached to this [prospectus / listing particulars], itself incorporates any information by reference, either expressly or impliedly, such information will not form part of this [prospectus / listing particulars] for the purposes of the [Prospectus Directive/Listing Rules], except where such information or documents are stated within this [prospectus / listing particulars] as specifically being incorporated by reference or where this [prospectus / listing particulars] is specifically defined as including such information.”
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