PROSPECTUS EXEMPTIONS

 

REDUCED RISK INVESTING IN COMPETING INNOVATION & TECHNOLOGY

Please use our A-Z INDEX to navigate this site where page links may lead to other sites or see HOME

 

 

 

 

FOSSIL FUELS - Coal and oil are on their way out, with the smart money heading for renewables, but what technology should you be investing in, with so many choices as to chemistry for energy storage. You could invest in lithium or other batteries, or you could invest in hydrogen compounds. But why not invest in both, to be sure you have a stake in both camps?

 

 

 

 

Investing in new technology can be a risky business. That is why we have Hedge Funds, Mutual Funds and a whole raft variations, such as Exchange Traded Funds (EFTs). Before an Initial Public Offering, a company has to issue a prospectus; a legal document describing securities that have been put on sale.

 

In recognition of the difficulties that (for example) not-for profit organisation may face in seeking funding for their societal enterprise, there are exemptions from the requirement to publish a prospectus, in relation to dealings of lesser value, by, for example, not for profit concerns.

 

Not forgetting that the financial world speaks an entirely different language from the rest of us.

 

 

PRR 1.2 REQUIREMENT FOR A PROSPECTUS

Article 3(1) and (3) of the Prospectus Regulation provides for when a prospectus will be required:

Article 3 - Obligation to publish a prospectus and exemption

1. Without prejudice to Article 1(4), securities shall only be offered to the public in the United Kingdom after prior publication of a prospectus in accordance with this Regulation.

…

3. Without prejudice to Article 1(5), securities shall only be admitted to trading on a regulated market situated or operating within the United Kingdom after prior publication of a prospectus in accordance with this Regulation.

PRR 1.2.2 SECURITIES TO WHICH THE PROSPECTUS REGULATION DOES NOT APPLY

Article 1(2) and (3) of the Prospectus Regulation provides that certain transferable securities are out of scope of the Prospectus Regulation:

Article 1 - Subject matter, scope and exemptions

…

2. This Regulation shall not apply to the following types of securities:

(a) units issued by collective investment undertakings other than the closed-end type;
(b) non-equity securities issued by—
(i) the government of any country or territory,
(ii) a local or regional authority of any country or territory,
(iii) a public international body of which any state is a member,
(iv) the European Central Bank or the central bank of any state;
(c) shares in the capital of central banks of any state;
(d) securities unconditionally and irrevocably guaranteed by the government or a local or regional authority of any country or territory;
(e) securities issued by associations with legal status or non-profit-making bodies, recognised by a state, for the purposes of obtaining the funding necessary to achieve their non-profit-making objectives;
(f) non-fungible shares of capital whose main purpose is to provide the holder with a right to occupy an apartment, or other form of immovable property or a part thereof and where the shares cannot be sold on without that right being given up.
3. Without prejudice to Article 4, this Regulation shall not apply to an offer of securities to the public with a total consideration in the United Kingdom of less than EUR 1,000,000 one million Euros, which shall be calculated over a period of 12 months.

PRR 1.2.3 EXEMPT SECURITIES - OFFERS OF SECURITIES TO THE PUBLIC

Article 1(4) of the Prospectus Regulation provides that certain offers of transferable securities to the public are exempt from the obligation to publish a prospectus:

Article 1 - Subject matter, scope and exemptions

…

4. The obligation to publish a prospectus set out in Article 3(1) shall not apply to any of the following types of offers of securities to the public:

(a) an offer of securities addressed solely to qualified investors;
(b) an offer of securities addressed to fewer than 150 natural or legal persons in the United Kingdom, other than qualified investors;
(c) an offer of securities whose denomination per unit amounts to at least EUR 100 000;
(d) an offer of securities addressed to investors who acquire securities for a total consideration of at least EUR 100 000 per investor, for each separate offer;
(e) shares issued in substitution for shares of the same class already issued, if the issuing of such new shares does not involve any increase in the issued capital;
(f) subject to paragraph 6a, securities offered in connection with a takeover by means of an exchange offer, provided that a document is made available to the public in accordance with the arrangements set out in Article 21(2), containing information describing the transaction and its impact on the issuer;
(g) subject to paragraph 6b, securities offered, allotted or to be allotted in connection with a merger or division, provided that a document is made available to the public in accordance with the arrangements set out in Article 21(2), containing information describing the transaction and its impact on the issuer;
(h) dividends paid out to existing shareholders in the form of shares of the same class as the shares in respect of which such dividends are paid, provided that a document is made available containing information on the number and nature of the shares and the reasons for and details of the offer;
(i) securities offered, allotted or to be allotted to existing or former directors or employees by their employer or by an affiliated undertaking provided that a document is made available containing information on the number and nature of the securities and the reasons for and details of the offer or allotment;
(j) non-equity securities issued in a continuous or repeated manner by a credit institution, where the total aggregated consideration in the United Kingdom for the securities offered is less than EUR 75 000 000 per credit institution calculated over a period of 12 months, provided that those securities:
(i) are not subordinated, convertible or exchangeable; and
(ii) do not give a right to subscribe for or acquire other types of securities and are not linked to a derivative instrument.

PRR 1.2.4 EXEMPT SECURITIES - ADMISSION TO TRADING ON A REGULATED MARKET

Article 1(4) of the Prospectus Regulation provides that certain offers of transferable securities to the public are exempt from the obligation to publish a prospectus:

Article 1 - Subject matter, scope and exemptions

…

4. The obligation to publish a prospectus set out in Article 3(1) shall not apply to any of the following types of offers of securities to the public:

(a) an offer of securities addressed solely to qualified investors;
(b) an offer of securities addressed to fewer than 150 natural or legal persons in the United Kingdom, other than qualified investors;
(c) an offer of securities whose denomination per unit amounts to at least EUR 100 000;
(d) an offer of securities addressed to investors who acquire securities for a total consideration of at least EUR 100 000 per investor, for each separate offer;
(e) shares issued in substitution for shares of the same class already issued, if the issuing of such new shares does not involve any increase in the issued capital;
(f) subject to paragraph 6a, securities offered in connection with a takeover by means of an exchange offer, provided that a document is made available to the public in accordance with the arrangements set out in Article 21(2), containing information describing the transaction and its impact on the issuer;
(g) subject to paragraph 6b, securities offered, allotted or to be allotted in connection with a merger or division, provided that a document is made available to the public in accordance with the arrangements set out in Article 21(2), containing information describing the transaction and its impact on the issuer;
(h) dividends paid out to existing shareholders in the form of shares of the same class as the shares in respect of which such dividends are paid, provided that a document is made available containing information on the number and nature of the shares and the reasons for and details of the offer;
(i) securities offered, allotted or to be allotted to existing or former directors or employees by their employer or by an affiliated undertaking provided that a document is made available containing information on the number and nature of the securities and the reasons for and details of the offer or allotment;
(j) non-equity securities issued in a continuous or repeated manner by a credit institution, where the total aggregated consideration in the United Kingdom for the securities offered is less than EUR 75 000 000 per credit institution calculated over a period of 12 months, provided that those securities:
(i) are not subordinated, convertible or exchangeable; and
(ii) do not give a right to subscribe for or acquire other types of securities and are not linked to a derivative instrument.

PR 1.2.5 ARTICLE (6), (6A) AND (6B) PROVIDE AS FOLLOWS IN RELATION TO EXEMPTIONS:

Article 1 - Subject matter, scope and exemptions

…

6. The exemptions from the obligation to publish a prospectus that are set out in paragraphs 4 and 5 may be combined together. However, the exemptions in points (a) and (b) of the first subparagraph of paragraph 5 shall not be combined together if such combination could lead to the immediate or deferred admission to trading on a regulated market over a period of 12 months of more than 20% of the number of shares of the same class already admitted to trading on the same regulated market, without a prospectus being published.

6a. The exemptions set out in point (f) of paragraph 4 and in point (e) of paragraph 5 shall only apply to equity securities, and only in the following cases:

 

(a) the equity securities offered are fungible with existing securities already admitted to trading on a regulated market prior to the takeover and its related transaction, and the takeover is not considered to be a reverse acquisition transaction within the meaning of paragraph B19 of international financial reporting standard (IFRS) 3, Business Combinations, adopted by Commission Regulation (EC) No 1126/2008; or

 

(b) the FCA has issued a prior approval, under paragraph 6c of this Article, for the documents referred to in point (f) of paragraph 4 or point (e) of paragraph 5 of this Article.

6b. The exemptions set out in point (g) of paragraph 4 and in point (f) of paragraph 5 shall apply only to equity securities in respect of which the transaction is not considered to be a reverse acquisition transaction within the meaning of paragraph B19 of IFRS 3, Business Combinations, and only in the following cases:

 

(a) the equity securities of the acquiring entity have already been admitted to trading on a regulated market prior to the transaction; or

 

(b) the equity securities of the entities subject to the division have already been admitted to trading on a regulated market prior to the transaction.

 

6c. The FCA may issue prior approval for the documents referred to in point (f) of paragraph 4 or point (e) of paragraph 5 of this Article.

PRR 1.2.6 VOLUNTARY PROSPECTUS

Article 1 - Subject matter, scope and exemptions

…

6. The exemptions from the obligation to publish a prospectus that are set out in paragraphs 4 and 5 may be combined together. However, the exemptions in points (a) and (b) of the first subparagraph of paragraph 5 shall not be combined together if such combination could lead to the immediate or deferred admission to trading on a regulated market over a period of 12 months of more than 20% of the number of shares of the same class already admitted to trading on the same regulated market, without a prospectus being published.

6a. The exemptions set out in point (f) of paragraph 4 and in point (e) of paragraph 5 shall only apply to equity securities, and only in the following cases:

 

(a) the equity securities offered are fungible with existing securities already admitted to trading on a regulated market prior to the takeover and its related transaction, and the takeover is not considered to be a reverse acquisition transaction within the meaning of paragraph B19 of international financial reporting standard (IFRS) 3, Business Combinations, adopted by Commission Regulation (EC) No 1126/2008; or

 

(b) the FCA has issued a prior approval, under paragraph 6c of this Article, for the documents referred to in point (f) of paragraph 4 or point (e) of paragraph 5 of this Article.

 

6b. The exemptions set out in point (g) of paragraph 4 and in point (f) of paragraph 5 shall apply only to equity securities in respect of which the transaction is not considered to be a reverse acquisition transaction within the meaning of paragraph B19 of IFRS 3, Business Combinations, and only in the following cases:

 

(a) the equity securities of the acquiring entity have already been admitted to trading on a regulated market prior to the transaction; or

 

(b) the equity securities of the entities subject to the division have already been admitted to trading on a regulated market prior to the transaction.

 

6c. The FCA may issue prior approval for the documents referred to in point (f) of paragraph 4 or point (e) of paragraph 5 of this Article.

PRR 1.2.7 PROSPECTUS FOR RESALE OF TRANSFERABLE SECURITIES

Article 5 of the Prospectus Regulation provides for when an additional prospectus is, and is not, required in case of a subsequent resale of transferable securities:

Article 5 - Subsequent resale of securities

1. Any subsequent resale of securities which were previously the subject of one or more of the types of offer of securities to the public listed in points (a) to (d) of Article 1(4) shall be considered as a separate offer and the definition set out in point (d) of Article 2 shall apply for the purpose of determining whether that resale is an offer of securities to the public. The placement of securities through financial intermediaries shall be subject to publication of a prospectus unless one of the exemptions listed in points (a) to (d) of Article 1(4) applies in relation to the final placement.

 

No additional prospectus shall be required in any such subsequent resale of securities or final placement of securities through financial intermediaries as long as a valid prospectus is available in accordance with Article 12 and the issuer or the person responsible for drawing up such prospectus consents to its use by means of a written agreement.

2. Where a prospectus relates to the admission to trading on a regulated market of non-equity securities that are to be traded only on a regulated market, or a specific segment thereof, to which only qualified investors can have access for the purposes of trading in such securities, the securities shall not be resold to non-qualified investors, unless a prospectus is drawn up in accordance with this Regulation that is appropriate for non-qualified investors.

 

 

TRANSPORT FUTURE PROOFING - HEDGING YOUR BETS

 

To our way of thinking, and something that conventional battery stakeholders might want to consider, is that batteries can also be hybrids using ammonia, hydrogen and methanol - as examples.

 

The difference is that our Universal Batteries (UBs) are quickly detachable, rather than bolted in to the vehicle frame. Meaning, that you can swap from one technology to another in minutes, as new technology hits the market. UB's are thus future proofing for transport stakeholders, be they vehicle manufacturers or energy supply companies.

 

By way of example, ordinary exchange recharging by swapping battery packs is making headway in China and India, with examples in Europe and the US.

 

At the moment, this is a less popular as a way of (instantly) recharging EV's, despite obvious load levelling advantages, where generation is from solar and wind electricity. But, nobody has thought to include alternative chemistries, as a means of future proofing investments in technology - that stands lesser chance of breaking into a mature market, without standardization - and inclusion in such proposed Universal format.

 

The concept is well understood with Stock Market traders, but not anticipated by current stakeholders.

 

Universal Batteries is not in the business of research and development of the different chemistries, it is in the business of providing an infrastructure that companies developing the technology can join and advantage themselves of, just by scaling their systems to fit within standard format cartridges, such as to mesh with SmartNet service stations for handling and stock control purposes.

 

The Smart infrastructure and Universal energy cartridge designs and features, together with computer controls and geodata forms part of a portfolio of Intellectual Property, that investors can buy into and share, by way of easing the transition from fossil fuels to net zero, while hedging as to technological advances in the future.

 

NOTE: This is not a prospectus.

 

 

Financial Conduct Authority

 

LINKS & REFERENCE

 

https://www.handbook.fca.org.uk/handbook/PRR/1/2.html

 

 

 

 

...

 

 

Please use our A-Z INDEX to navigate this site

 

 

This website is provided on a free basis as a public information service. copyright © Climate Change Trust 2022. Solar Studios, BN271RF, United Kingdom.