Public Offers of Securities Regulations 1995
| Jurisdiction | UK Non-devolved |
| Citation | SI 1995/1537 |
| Year | 1995 |
1995 No. 1537
FINANCIAL SERVICES
The Public Offers of Securities Regulations 1995
Made 14th June 1995
Coming into force 19th June 1995
Whereas the Treasury are a government department designated1for the purposes of section 2(2) of the European Communities Act 19722in relation to listing of securities on a stock exchange and information concerning listed securities and also in relation to measures relating to prospectuses on offers of transferable securities to the public;
And whereas a draft of these Regulations has been approved by a resolution of each House of Parliament under section 2(2) of and paragraph 2(2) of Schedule 2 to that Act;
Now, therefore, the Treasury, in exercise of the powers conferred upon them by section 2(2) of that Act and of all other powers enabling them in that behalf, hereby make the following Regulations:—
PART I
GENERAL
Citation, commencement and extent
1.—(1) These Regulations may be cited as the Public Offers of Securities Regulations 1995 and shall come into force on 19th June 1995.
(2) These Regulations extend to Northern Ireland.
Interpretation
2.—(1) In these Regulations, except where the context otherwise requires
“the Act” means the Financial Services Act 19863;
“approved exchange”means, in relation to dealings in securities, a recognised investment exchange approved by the Treasury for the purposes of these Regulations either generally or in relation to such dealings, and the Treasury shall give notice in such manner as they think appropriate of the exchanges which are for the time being approved;
“body corporate” shall be construed in accordance with section 207(1) of the Act “ "convertible securities"” means
(i) securities falling within paragraph 2 of Schedule 1 to the Act which can be converted into or exchanged for, or which confer rights to acquire, securities; or
(ii) securities falling within paragraph 4 or 5 of that Schedule; and
“conversion” in relation to convertible securities means their conversion into or exchange for, or the exercise of rights conferred by them to acquire, other securities (“underlying securities”);
“credit institution” has the same meaning as it has for the purposes of paragraph 3 of Schedule 11A to the Act;
“director” shall be construed in accordance with section 207(1) of the Act;
“ecu”has the same meaning as it has for the purposes of paragraph 3 of Schedule 11A to the Act;
“European institution”has the same meaning as in the Banking Coordination (Second Council Directive) Regulations 19924;
“Euro-securities”has the same meaning as it has for the purposes of paragraph 3 of Schedule 11A to the Act;
“financial institution” has the same meaning as it has for the purposes of paragraph 3 of Schedule 11A to the Act;
“group”has the meaning given in section 207 (1) of the Act;
“home-regulated investment business”has the same meaning as in the Banking Coordination (Second Council Directive) Regulations 1992;
“issuer”, in relation to any securities, means the person by whom they have been or are to be issued;
“member State”means a State which is a Contracting Party to the Agreement on the European Economic Area signed at Oporto on 2nd May 19925as adjusted by the Protocol signed at Brussels on 17th March 19936;
“private company”has the meaning given in section 1(3) of the Companies Act 19857;
“the registrar of companies”, in relation to a prospectus relating to any securities, means
(a) if the securities are or are to be issued by a company incorporated in Great Britain, the registrar of companies in England and Wales or the registrar of companies in Scotland according to whether the company’s registered office is in England and Wales or in Scotland;
(b) if the securities are or are to be issued by a company incorporated in Northern Ireland, the registrar of companies for Northern Ireland;
(c) in any other case, any of those registrars;
“recognised investment exchange”has the meaning given in section 207(1) of the Act; "securities" means investments to which Part II of these Regulations applies; and "sale" includes any disposal for valuable consideration.
(2) In the application of these Regulations to Scotland, references to a matter being actionable at the suit of a person shall be construed as references to the matter being actionable at the instance of that person.
(3) References to the Companies Act 1985 include references to the corresponding Northern Ireland provision.
PART II
PUBLIC OFFERS OF UNLISTED SECURITIES
Investments to which this Part applies
3.—(1) This Part of these Regulations applies to any investment which—
(a)
(a) is not admitted to official listing, nor the subject of an application for listing, in accordance with Part IV of the Act; and
(b)
(b) falls within paragraph 1, 2, 4 or 5 of Schedule 1 to the Act.
(2) In the application of those paragraphs for the purposes of these Regulations—
(a)
(a) debentures having a maturity of less than one year from their date of issue shall be deemed to be excluded from paragraph 2;
(b)
(b) the note to paragraph 1 shall have effect with the omission of the words “, except in relation to any shares of a class defined as deferred shares for the purposes of section 119 of the Building Societies Act 1986,”;
(c)
(c) paragraphs 4 and 5 shall have effect with the omission of references to investments falling within paragraph 3; and
(d)
(d) paragraph 4 shall have effect as though after the words “subscribe for” there were inserted “or acquire”.
Registration and publication of prospectus
4.—(1) When securities are offered to the public in the United Kingdom for the first time the offeror shall publish a prospectus by making it available to the public, free of charge, at an address in the United Kingdom, from the time he first offers the securities until the end of the period during which the offer remains open.
(2) The offeror shall, before the time of publication of the prospectus, deliver a copy of it to the registrar of companies for registration.
(3) Paragraph (2) and regulations 5, 6 and 8 to 15 shall not apply to a prospectus submitted for approval in accordance with listing rules made under section 156A of the Act.
Offers of securities
5. A person is to be regarded as offering securities if, as principal
(a) the makes an offer which, if accepted, would give rise to a contract for the issue or sale of the securities by him or by another person with whom he has made arrangements for the issue or sale of the securities; or
(b) he invites a person to make such an offer;
but not otherwise; and, except where the context otherwise requires, in this Part of these Regulations “offer” and “offeror” shall be construed accordingly.
Offers to the public in the United Kingdom
6. A person offers securities to the public in the United Kingdom if, to the extent that the offer is made to persons int he United Kingdom, it is made to the public; and, for this purpose, an offer which is made to any section of the public, whether selected as members or debenture holders of a body corporate, or as clients of the person making the offer, or in any other manner, is to be regarded as made to the public.
Exemptions
7.—(1) For the purposes of these Regulations, an offer of securities shall be deemed not to be an offer to the public in the United Kingdom if, to the extent that the offer is made to persons in the United Kingdom
(a)
(a) the condition specified in any one of the sub-paragraphs of paragraph (2) is satisfied in relation to the offer; or
(b)
(b) paragraph (3) applies in relation to the offer.
(2) The following are the conditions specified in this paragraph
(a)
(a) the securities are offered to persons
(i) whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses; or
(ii) who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses;
or are otherwise offered to persons in the context of their trades, professions or occupations;
(b)
(b) the securities are offered to no more than fifty persons;
(c)
(c) the securities are offered to the members of a club or association (whether or not incorporated) and the members can reasonably be regarded as having a common interest with each other and with the club or association in the affairs of the club or association and in what is to be done with the proceeds of the offer;
(d)
(d) the securities are offered to a restricted circle of persons whom the offeror reasonably believes to be sufficiently knowledgeable to understand the risks involved in accepting the offer;
(e)
(e) the securities are offered in connection with a bona fide invitation to enter into an underwriting agreement with respect to them;
(f)
(f) the securities are the securities of a private company and are offered by that company to
(i) members or employees of the company;
(ii) members of the families of any such members or employees; or
(iii) holders of securities issued by the company which fall within paragraph 2 of Schedule 1 to the Act;
(g)
(g) the securities are offered to a government, local authority or public authority, as defined in paragraph 3 of Schedule 1 to the Act;
(h)
(h) the total consideration payable for the securities cannot exceed ecu 40,000 (or an equivalent amount);
(i)
(i) the minimum consideration which may be paid for securities acquired pursuant to the offer is at least ecu 40,000 (or an equivalent amount);
(j)
(j) the securities are denominated in amounts of at least ecu 40,000 (or an equivalent amount);
(k)
(k) the securities are offered in connection with a takeover offer;
(l)...
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