S.I. No. 324/2005 - Prospectus (Directive 2003/71/EC) Regulations 2005

• (b) where the public offer is made or admission to trading is sought in more than one Member State including the Home Member State then -

• (i) the prospectus shall be drawn up in a language accepted by the competent authority of the Home Member State,

• (ii) the prospectus shall also be drawn up in a language accepted by the Bank or in a language customary in the sphere of international finance, at the election of the relevant person,

• (iii) the Bank may only require that the summary be translated into Irish or English, at the election of the relevant person.

65.

66.

• (a) the languages accepted by it, for the time being, for the purpose of these Regulations, and

• (b) any other requirements, for the time being, of it for the purposes of this Part.

67.

PART 11 ANNUAL INFORMATION DOCUMENT

68.

• (a) issuers in respect of which the State is the Home Member State, and

• (b) issuers, not falling within paragraph (a), of securities in respect of which the State is the Home Member State.

69.

• (2) Without prejudice to the generality of paragraph (1), the document referred to in that paragraph shall refer to the information required pursuant to Community acts relating to companies, Directive 2001/34/EC and Regulation (EC) No 1606/2002 of the European Parliament and of the Council of 19 July 2002 on the application of international accounting standards.

• (3) An issuer which fails to comply with paragraph (1) shall be guilty of an offence.

70.

• (2) Where that document refers to information, it shall state where the information can be obtained.

• (3) An issuer which fails to comply with paragraph (1) shall be guilty of an offence.

71.

72.

PART 12 ADVERTISEMENTS

73.

• (a) made in or from the State by or on behalf of any relevant person, or

• (b) made in or from any other Member State by or on behalf of any relevant person,

in connection with a public offer or an admission to trading in respect of which the State is the Home Member State.

74.

• (2) Paragraph 4 of Schedule 2 to these Regulations shall not apply to cases where a relevant person is obliged to draw up a prospectus pursuant to EU prospectus law (or not being so obliged nevertheless draws up a prospectus pursuant to Regulation 8 (5) or the corresponding provisions of the national legislation of the other Member State concerned implementing the Directive).

• (3) An advertisement that complies with paragraph (1) shall not be considered as a prospectus for the purpose of these Regulations.

• (4) A relevant person shall be guilty of an offence if an advertisement that fails to comply with paragraph (1) is made or issued in or from the State by or on behalf of the relevant person.

75.

76.

77.

• (a) prohibit the issue of a specified advertisement,

• (b) require the relevant person to modify a specified advertisement or an advertisement of a specified description in a specified manner,

• (c) prohibit the issue by the person of any advertisements which are substantial repetitions of a specified advertisement,

• (d) require the relevant person to withdraw any specified advertisement or any advertisement of a specified description,

• (e) require the relevant person to include specified information in any advertisement to be published by the person or on person's behalf,

• (f) require the relevant person to arrange the publication of a correction of an advertisement which contravenes Regulation 74,

• (g) require the relevant person to arrange the publication, in a manner specified by the Bank, of the fact that an offence under Regulation 74 has been committed by the relevant person and that a fine or term of imprisonment, if any, has been imposed on the relevant person in respect of a conviction therefor.

• (2) In this Regulation “specified” means specified in a direction under this Regulation.

• (3) Where a direction has been given by the Bank under this Regulation the provisions of Regulation 88(4) to (13) shall, with any necessary modifications, apply to the direction.

• (4) A direction under this Regulation may be given to any relevant person referred to in Regulation 73.

PART 13 COMPETENT AUTHORITY

Designation of Competent Authority

78.

• (2) The Bank shall be independent in the performance of its functions under these Regulations.

Delegation of functions

79.

• (a) the approval of prospectuses and supplements pursuant to Part 7 (but not any act involving the scrutiny of prospectuses or supplements),

• (b) the issuing of a certificate referred to in Regulation 57,

• (c) functions under Regulations 40, 41, 51(2), 56(1), 59(2), 79, 85, 88, 89 and 90 or this Regulation,

• (d) Parts 15 and 16.

• (2) Any person to whom functions are delegated under paragraph (1) shall have by virtue of the delegation, all such powers as are necessary to perform those functions.

• (3) Any delegation of functions shall be in writing and specify the functions to be performed and the conditions subject to which they are to be performed.

• (4) The conditions referred to in paragraph (3) shall include a provision obliging the stock exchange to whom a function or functions concerned are delegated to act and be organised in such a manner as to avoid conflicts of interest and so that information obtained from performing the function is not used unfairly or to prevent competition.

• (5) A delegation under this Regulation shall not prevent the performance by the Bank of the function delegated.

• (6) Notwithstanding any delegation under this Regulation, the final responsibility for supervising compliance with the Directive and the applicable provisions of EU prospectus law and for approving prospectuses under these Regulations shall be with the Bank.

• (7) The Bank shall notify the Minister of any such delegation of a function promptly and of the conditions subject to which it has been delegated.

• (8) Following such notification, the Minister shall inform the Commission and the competent authorities of other Member States designated pursuant to the Directive of any arrangements entered into with regard to the functions under this Regulation, including the conditions subject to which such functions are delegated.

• (9) Where a function is delegated pursuant to this Regulation, then nothing in the Stock Exchange Act 1995 shall prevent there being specified as a condition subject to which the function is to be performed a condition requiring the rules of the stock exchange concerned or an amendment thereof to be approved by the Bank in so far as they are relevant to the function delegated.

PART 14 POWERS OF COMPETENT AUTHORITY

Definitions

80.

“authorised officer” means an authorised officer appointed under Regulation 85;

“person to whom these Regulations apply” means any relevant person or a market operator;

“records” means any book, document or any other written or printed material in any form including any information (including phone and data traffic records) stored, maintained or preserved by means of any mechanical or electronic device, whether or not stored, maintained or preserved in a legible form;

“relevant records” means records relating to the activities of persons to whom these Regulations apply;

“responsible authority” means: -

• (a) the Chief Executive of the Irish Financial Services Regulatory Authority, or

• (b) any person to whom the Chief Executive of that Authority has delegated responsibility for appointing authorised persons.

81.

• (2) The powers provided for in this Part shall not be exercised in a manner or for a purpose inconsistent with the Directive or these Regulations.

82.

• (a) require the relevant person to include in the prospectus supplementary information, if necessary for investor protection,

• (b) require the relevant person and the persons that control the relevant person to provide information and documents to the Bank or delegate,

• (c) require auditors and managers of the relevant person as well as financial intermediaries commissioned to carry out the offer to the public or ask for admission to trading, to provide information to the Bank or delegate.

• (2) The Bank shall have the following powers (by means of giving a direction under Regulation 88 in that behalf) for the purpose of regulating public offers or admissions to trading in respect of which it is the Home Member State or for the purposes specified in Regulation 90(1).

• (a) to suspend a public offer or admission to trading, for a maximum of 10 consecutive working days on any single occasion, if it has reasonable grounds for suspecting that the provisions of the Directive or of EU prospectus law have not been complied with as respects the offer or admission to trading;

• (b) to prohibit or suspend advertisements for a maximum of 10 consecutive working days on any single occasion if it has reasonable grounds for believing that the provisions of the Directive or of EU prospectus law have not been complied with as respects the advertisement;

• (c) to prohibit a public offer if it finds that the provisions of the Directive or of EU prospectus law have not been complied with as respects the offer to trading of the securities concerned, or if it has reasonable grounds for suspecting that they will not be complied with as respects the offer;

• (d) to suspend or ask the relevant regulated markets to suspend trading on a regulated market, for a maximum of 10 consecutive working days on any single occasion, if it has reasonable grounds for believing that the provisions of the Directive or of EU prospectus law have not been complied with as respects the admission to trading of the securities concerned;

• (e) to prohibit trading on a regulated market if it finds that the provisions of the Directive or of EU prospectus law have not been complied with as respects the admission to trading of the securities concerned;

• (f) to disclose to public the fact a relevant person is failing to comply with its obligations under EU prospectus law.

83.

• (a) require the issuer to disclose all material information which may have an effect on the assessment of the securities admitted to trading in order to ensure investor protection or the smooth operation of the market,

• (b) suspend or require the relevant regulated market to suspend the securities from trading if, in its opinion, the issuer's situation is such that trading would be detrimental to investors’ interests,

• (c) ensure that issuers whose securities are traded on regulated markets comply with the obligations provided for in Articles 102 and 103 of Directive 2001/34/EC and that equivalent information is provided to investors and equivalent treatment is granted by the issuer to all securities holders who are in the same position, in all Member States where the offer to the public is made or the securities are admitted to trading.

84.

Power to appoint authorised officers

85.

• (a) authorise such and so many persons as the authority considers necessary to be authorised officers for the purposes of these Regulations, and

• (b) revoke any such authorisation.

• (2) An appointment under paragraph (1)(a) may be for a specified or unspecified period.

• (3) Every authorised officer shall -

• (a) be furnished with a certificate of his or her appointment as an authorised officer, and

• (b) when exercising a power under these Regulations of an authorised officer, produce the certificate, together with some form of personal identification, if requested to do so by a person affected by the exercise of that power.

• (4) An appointment under paragraph (1) of a person as an authorised officer ceases -

• (a) when the responsible authority concerned revokes the appointment,

• (b) the person dies or resigns from the appointment,

• (c) if the appointment is for a specified period, when the period ends,

• (d) if the person appointed is an officer of the Irish Financial Services Regulatory Authority, when the person ceases to be such an officer, or

• (e) if the person appointed is an officer of an approved stock exchange to which the Bank has delegated functions under Regulation 79, when the person ceases to be such an officer.

Powers of authorised officers

86.

• (a) at all reasonable times enter any premises at which there are reasonable grounds to believe that there are any relevant records,

• (b) search and inspect the premises referred to in subparagraph (a) and any relevant records on the premises,

• (c) secure for later inspection the premises or any part of the premises in which relevant records are kept or in which the officer has reasonable grounds for believing the relevant records are kept,

• (d) require any person to whom these Regulations apply to produce to the officer relevant records, and if the information is in a non-legible form to reproduce it in a legible form or to give to the officer such information as the officer reasonably requires in relation to entries in the relevant records,

• (e) inspect and take copies of relevant records inspected or produced under this Regulation (including, in the case of information in a non-legible form, a copy of all or part of the information in a permanent legible form),

• (f) remove and retain any of the relevant records inspected or produced under this Regulation for such period as may be reasonable to facilitate further examination,

• (g) require a person to give to the officer information (including give information by way of a written report) that the officer reasonably requires in relation to activities covered by these Regulations and to produce to the officer any relevant records that the person has or has access to,

• (h) require a person by or on whose behalf data equipment is or has been used, or any person who has charge of, or is otherwise concerned with the operation of, the data equipment or any associated apparatus or material, to give the officer all reasonable assistance in relation thereto and

• (i) require a person to explain entries in any relevant records.

• (2) An authorised officer shall not, except with the consent of the occupier, enter a private dwelling (other than a part of the dwelling used as a place of work) unless the officer has obtained a warrant from a judge of the District Court.

• (3) Where any person from whom production of a relevant record is required claims a lien thereon, the production of it shall be without prejudice to the lien.

• (4) The requirement to produce any relevant record or report or to provide information or assistance under this Regulation extends to -

• (a) a liquidator or receiver of, or any person who is or has been an officer or employee or agent of, a person to whom these Regulations apply, or

• (b) any other person who appears to the Bank or the authorised officer to have the relevant record or report in his or her possession or under his or her control or the ability to provide information or assistance, as the case may be.

• (5) An authorised officer may, if the officer considers it necessary, be accompanied by a member of the Garda Síochána or by another authorised officer when exercising a power under this Part.

• (6) A person who obstructs or impedes an authorised officer in the exercise of his or her powers under this Regulation shall be guilty of an offence.

Warrants

87.

• (a) is prevented from entering any premises, or

• (b) believes that there are relevant records in a private dwelling,

the authorised officer or the responsible authority by whom the authorised officer was appointed may apply to a judge of the District Court for a warrant under this Regulation authorising the entry by the authorised officer into the premises or the private dwelling, as the case may be.

• (2) If on an application under paragraph (1) a judge of the District Court is satisfied, on the information of the applicant, that the authorised officer concerned -

• (a) has been prevented from entering any premises, or

• (b) has reasonable grounds for believing that there are relevant records in a private dwelling,

then the judge may issue a warrant under the judge's hand authorising the authorised officer accompanied, if the judge considers it appropriate to so provide, by such number of members of the Garda Síochána as may be specified in the warrant, at any time within 4 weeks from the date of issue of the warrant, to enter, if need be by force, the premises or private dwelling and exercise any of the powers referred to in Regulation 86(1).

Directions by the Bank

88.

• (a) perform its functions under these Regulations,

• (b) prevent any person from contravening or continuing to contravene a provision of these Regulations or any other provision of EU prospectus law, or

• (c) protect otherwise the interests of investors.

• (2) Each of the following is a direction referred to in paragraph (1), namely a direction to a person -

• (a) to do or not to do anything that the Bank may require to be done or not to be done in exercise of its powers under Regulation 82 or 83,

• (b) not to dispose of or otherwise dissipate any assets or specified assets of the person or not to do any of those things save where specified conditions are complied with,

• (c) not to dispose of or otherwise dissipate any assets or specified assets the beneficial interest in which is vested in another person or persons or not to do any of those things save where specified conditions are complied with,

• (d) being a credit institution, not to make any payments from an account held with the institution by a specified person or persons save with the prior consent of the Bank,

• (e) not to accept, process or execute any subscription or order on behalf of a specified person,

• (f) not to carry on a business (whether on the person's behalf or another's behalf) in a specified manner or otherwise than in a specified manner,

• (g) not to engage in any practice that contravenes a provision of these Regulations or any other provision of EU prospectus law,

• (h) not to enter into transactions of a specified kind or not to enter into such transactions save to a specified extent or save where specified conditions are complied with,

• (i) not to publish specified information,

• (j) to publish or disseminate in a specified manner specified information in relation to a public offer, an admission to trading, a relevant person securities or an advertisement to which Part 12 applies.

• (3) A direction under this Regulation shall -

• (a) be in writing,

and

• (b) specify the date from which it shall have effect and the period for which it shall have effect (which shall not exceed 12 months).

• (4) A person may apply to the court for, and the court may, if it considers it appropriate to do so, grant, an order setting aside or varying a direction under this Regulation.

• (5) The Bank may, as respects a direction under this Regulation which, in its opinion has not been complied with or is unlikely to be complied with, (or, in the case of a direction referred to in paragraph (2)(b) or (c), irrespective of whether it is of that opinion apply to the court in a summary manner for such order as may be appropriate by way of enforcement of the direction and the court may, as it thinks fit, on the hearing of the application, make or refuse to make an order providing for such relief.

• (6) An application for an order under paragraph (5) shall be by motion, and the court when considering the motion may make such interim or interlocutory order as it considers appropriate.

• (7) An application under paragraph (4) may not be made if the direction concerned has been the subject of an order granted under paragraph (5) (but without prejudice to the right of a person , the subject of an order granted under paragraph (5), to apply subsequently to the court to have the order varied or discharged).

• (8) The court may direct the hearing together of applications made under paragraphs (4) and (5) that relate to the same direction.

• (9) The court may, if it thinks fit, vary or discharge an order made under paragraph (5).

• (10) An application under paragraph (4) or (5) may be heard otherwise than in public.

• (11) The Bank may give a direction amending or revoking a direction given by it under this Regulation but this power may not be exercised -

• (a) if an order under paragraph (5) is for the time being in force in relation to the direction,

or

• (b) to extend the period specified in the direction for which it is to have effect.

• (12) On the expiry of the period specified in a direction for which it is to have effect, the Bank may give another direction under this Regulation ( if it considers it necessary to do so on the grounds specified in paragraph (1) ), in like or different terms, to the person concerned.

• (13) The powers of the Bank under this Regulation are in addition to those conferred on it by any other enactment to give directions or impose conditions or requirements.

Precautionary Measures

89.

• (a) a relevant person or a financial institution in charge of a public offer has contravened a provision of these Regulations or another provision of EU prospectus law, or

• (b) there has been a failure by the issuer or offeror to comply with an obligation falling on the issue or offeror by reason of the fact that the securities are admitted to trading,

it shall refer those findings or the fact of those grounds’ existence to the competent authority of the Home Member State.

90.

• (2) The Bank shall inform the Commission of any measures taken by it under paragraph (1) at the earliest opportunity.

Privilege

91.

PART 15 Administrative Sanctions

Interpretation (Part 15)

92.

“adverse assessment” means an assessment in which the assessor has decided that the assessee is committing or has committed a prescribed contravention;

“assessee” means the person the subject of an assessment;

“assessment” means an assessment referred to in Regulation 93;

“assessor” means an assessor appointed under Regulation 93;

“prescribed contravention” means a contravention of -

• (a) these Regulations,

• (b) any obligation imposed by the Bank pursuant to a power exercised under these Regulations, or

• (c) any other provision of EU prospectus law;

“qualifying holding” means -

• (a) a direct or indirect holding of shares or other interest in a regulated financial service provider which represents 10% or more of the capital or the voting rights, or

• (b) a direct or indirect holding of shares or other interest in a regulated financial service provider which represents less than 10% of the capital or voting rights but which, in the opinion of the Bank, makes it possible to control or exercise a significant influence over the management of the regulated financial service provider;

“regulated financial service provider” has the same meaning as it has in section 2 (1) of the Central Bank Act 1942 (No. 22 of 1942) as amended by section 2(g) of the Central Bank and Financial Services Authority of Ireland Act 2004 (No. 21 of 2004);

“sanction” means any sanction referred to in any of paragraphs (a) to (f) of Regulation 99;

“specified sanctions”, in relation to an adverse assessment, means the sanction or sanctions referred to in Regulation 93(8) which may be imposed on the assessee.

• (2) The provisions of this Part are made for the purposes of enabling the imposition of administrative sanctions.

Bank may appoint assessor.

93.

• (a) whether or not the assessee is committing or has committed the contravention, and

• (b) if the assessor finds that the assessee is committing or has committed the contravention, the sanction or sanctions, if any, which the assessor considers are appropriate to be imposed on the assessee in respect of the contravention.

• (2) The Bank may appoint an assessor who is not an officer, employee or official of the Bank and any such assessor so appointed is an agent of the Bank for the purpose of performing the functions of an assessor under this Part.

• (3) The Bank shall provide the assessor with such administrative services (including technical and legal advice) as the Bank considers necessary to enable the assessor to perform the assessor's functions.

• (4) The assessor shall, as soon as is practicable after the assessor's appointment as an assessor, give notice of the appointment to the assessee.

• (5) The notice under paragraph (4) given to the assessee by the assessor shall contain -

• (a) a statement that the assessor is appointed by the Bank under this Regulation,

• (b) a statement in summary form of the grounds for conducting the assessment,

• (c) a statement that, within a reasonable time specified by the assessor in the notice, the assessee may -

• (i) make submissions in writing to the assessor, and

• (ii) request the assessor to be permitted to make oral submissions about the matters to which the notice relates, and

• (d) a statement that the assessor shall conduct the assessment even if no submissions referred to in subparagraph (c) are made.

• (6) The assessor shall -

• (a) consider any submissions made by the assessee, and

• (b) conduct such investigations relating to the assessment as the assessor considers appropriate before issuing the assessment.

• (7) The assessor shall issue the assessment to the Bank when the assessment is made.

• (8) Where the assessor decides that a prescribed contravention is being committed or has been committed, the assessor shall ensure that the assessment includes -

• (a) a statement of the grounds upon which the assessor made the assessment that the assessee is committing or has committed the contravention,

• (b) a statement in summary form of the evidence upon which the assessment is based, and

• (c) a statement of the sanction or sanctions, if any, which the assessor considers are appropriate to be imposed on the assessee in respect of the contravention.

• (9) The appointment of an assessor may be for a specified or unspecified period.

• (10) Subject to Regulation 100(2), the assessment shall constitute the decision of the Bank, and references in this Part to an adverse assessment shall be construed accordingly.

Revocation of appointment of assessor

94.

• (2) The assessor (including a person proposed to be appointed as an assessor shall -

• (a) disclose to the Bank any material interest that the assessor may have in any matter that may arise during the assessment,

• (b) disclose to the Bank any actual or potential conflict of interest that the assessor may have in conducting an assessment,

• (c) not use any inside information (within the meaning of the Market Abuse (Directive 2003/6/EC) Regulations 2005) obtained during an assessment for any purpose other than the performance of the assessor's functions under this Part,

• (d) not engage in misconduct during the assessment,

• (e) perform the assessor's functions in accordance with the provisions of this Part, and

• (f) issue an assessment that is not contrary to law.

Power to require witnesses to appear and give evidence

95.

• (a) appear before the assessor to give evidence (including give evidence on oath),

• (b) produce documents specified in the notice which are in the person's custody or control,

• (c) for the purposes of subparagraph (a) or (b),attend before the assessor from day to day unless excused from attendance or released from further attendance by the assessor.

• (2) The assessor may administer oaths for the purposes of the evidence referred to in paragraph (1)(a).

• (3) A witness at a hearing before the assessor has the same liabilities, privileges and immunities as a witness before the Court.

• (4) Where a person (“person concerned”) -

• (a) fails to comply with a notice under paragraph (1),

• (b) threatens or insults the assessor or any witness or person required to attend before the assessor,

• (c) interrupts the proceedings of, or does not behave in an appropriate manner before, the assessor,

• (d) obstructs or attempts to obstruct the assessor,

• (e) discloses, or authorises the disclosure of, evidence given before the assessor or any of the contents of a document produced to the assessor that the assessor has instructed not to be published, or

• (f) does anything else that, if the assessor were a court of law having power to commit for contempt, would be contempt for that court,

then -

• (i) the assessor may apply to the Court for an order requiring the person concerned to do one or both of the following -

• (I) to comply with the notice under paragraph (1),

• (II) to discontinue or not repeat the behaviour falling within any of the provisions of subparagraphs (b) to (f), or behaviour of any similar kind, and

• (ii) the Court, if satisfied that there is no reasonable excuse for the failure to comply with the notice under paragraph (1) or for the behaviour concerned, as the case may be, grant the order and such other orders as it considers appropriate to ensure that the person concerned cooperates with the assessor.

Referral to Court on question of law

96.

• (2) Where a question of law is referred under paragraph (1) -

• (a) the assessor shall send to the Court all documents before him or her that are relevant to the matter in question, and

• (b) at the end of the proceedings in the Court in relation to the reference the Court shall cause the documents to be returned to the assessor.

Assessee to be issued copy of any adverse assessment, etc.

97.

• (a) issue the assessee with a copy of the adverse assessment (or, as the Bank thinks fit, so much of the adverse assessment as constitutes the statements referred to in Regulation 93(8)), and

• (b) advise the assessee that -

• (i) the assessee may appeal against the adverse assessment to the Court under Regulation 98, and

• (ii) the Bank may apply to the Court under Regulation 102 for an order confirming the adverse assessment (including the specified sanctions).

• (2) Where the assessment of the assessor is that the assessee is neither committing nor has committed a prescribed contravention, the Bank shall issue the assessee with a statement to that effect.

Right of appeal against adverse assessment (including specified sanctions)

98.

• (2) An appeal under paragraph (1) may be heard otherwise than in public.

• (3) The Court may, pending the hearing and determination of an appeal under paragraph (1), make such interim or interlocutory orders as the Court considers necessary in the circumstances.

• (4) The Court shall determine an appeal under paragraph (1) by making -

• (a) an order confirming, varying or setting aside the adverse assessment (including the specified sanctions), whether in whole or in part, or

• (b) an order remitting the case to be decided again by the Bank in accordance with the directions of the Court.

• (5) The determination of the Court on the hearing of an appeal under paragraph (1) shall be final, except that a party to the appeal may apply to the Supreme Court to review the determination on a question of law.

• (6) For the avoidance of doubt, it is declared that no variation of an adverse assessment under paragraph (4)(a) may provide for the imposition of a sanction on the assessee which is not a sanction referred to in paragraphs (a) to (f) of Regulation 99.

Sanctions that may be imposed by Bank

99.

• (a) a private caution or reprimand,

• (b) a public caution or reprimand,

• (c) subject to Regulation 104(2), a direction to pay to the Bank a monetary penalty (but not exceeding €2,500,000 in any case),

• (d) a direction disqualifying the assessee from being concerned in the management of, or having a qualifying holding in, any regulated financial service provider for such time as is specified in the order,

• (e) if the assessee is continuing to commit a prescribed contravention, a direction ordering the assessee to cease committing the prescribed contravention,

• (f) a direction to pay to the Bank all or a specified part of the costs incurred by the Bank in investigating the matter to which the assessment relates and in holding the assessment (including any costs incurred by authorised officers).

Power to correct assessments

100.

• (2) Where the text of an assessment is altered under paragraph (1), the text as so altered shall be taken to be the decision of the Bank under Regulation 93(10).

• (3) In paragraph (1), “obvious error”, in relation to the text of an assessment includes -

• (a) a clerical or typographical error,

• (b) an error arising from an accidental slip or omission, or

• (c) a defect of form.

When specified sanctions take effect

101.

• (a) no appeal under Regulation 98 against the adverse assessment is lodged with the Court within the period for lodging the appeal, or

• (b) an appeal under Regulation 98 against the adverse assessment which has been lodged with the Court within the period for lodging the appeal is withdrawn or abandoned,

then the specified sanctions, as confirmed or varied in the order, if any, obtained under Regulation 102(2)(a), shall take effect on the date of that order or such other date as the Court may specify in that order.

• (2) Where an appeal under Regulation 98 against the adverse assessment is lodged with the Court within the period for lodging the appeal, then the specified sanctions, as confirmed or varied in the order, if any, obtained under Regulation 98(4)(a), shall take effect on the date of that order or such other date as the Court may specify in that order.

Enforcement of adverse assessment (including specified sanctions)

102.

• (a) no appeal under Regulation 98 against the adverse assessment is lodged with the Court within the period for lodging the appeal, or

• (b) an appeal under Regulation 98 against the adverse assessment which has been lodged with the Court within the period for lodging the appeal is withdrawn or abandoned,

then the Bank may apply to the Court for an order confirming the adverse assessment (including the specified sanctions).

• (2) The Court shall determine an application under paragraph (1) by making -

• (a) an order confirming, varying or setting aside the adverse assessment (including the specified sanctions), whether in whole or in part, or

• (b) an order remitting the case to be decided again by the Bank in accordance with the directions of the Court.

• (3) The Court shall not hear an application under paragraph (1) unless -

• (a) the assessee appears at the hearing as respondent to the application, or

• (b) if the assessee does not so appear, the Court is satisfied that a copy of the application has been served on the assessee.

• (4) An application under paragraph (1) may be heard otherwise than in public.

• (5) The Court may, on an application under paragraph (1), make such interim or interlocutory orders as the Court considers necessary in the circumstances.

• (6) The determination of the Court on the hearing of an application under paragraph (1) shall be final, except that the Bank or the respondent, if any, may apply to the Supreme Court to review the determination on a question of law.

• (7) For the avoidance of doubt, it is hereby declared that no variation of an adverse assessment under paragraph (2)(a) may provide for the imposition of a sanction on the assessee which is not a sanction referred to in paragraphs (a) to (f) of Regulation 99.

Publication of certain specified sanctions

103.

• (a) seriously jeopardise the financial markets, or

• (b) cause disproportionate damage to the parties involved.

Person not liable to be penalised twice for same contravention

104.

• (a) a sanction referred to in Regulation 99(c) is to be imposed on the assessee by virtue of an order obtained under Regulation 98(4)(a) or 102(2)(a), and

• (b) the acts which constitute the prescribed contravention to which the sanction relates also constitute an offence under a law of the State,

then the assessee is not, in respect of those acts, liable to be prosecuted or punished for that offence under that law.

• (2) A sanction referred to in Regulation 99(c) in respect of a prescribed contravention shall not be imposed on the assessee where -

• (a) the assessee has been found guilty or not guilty of having committed an offence under a provision of -

• (i) these Regulations, or

• (ii) Part 5 of the Investment Funds, Companies and Miscellaneous Pensions 2005 Act, and

• (b) all or some of the acts constituting that offence also constitute the prescribed contravention.

Person not to be concerned in management of regulated financial service provider while disqualified

105.

• (2) A regulated financial service provider who contravenes paragraph (1) shall be guilty of an offence.

Power of the Bank to resolve suspected contraventions, etc.

106.

• (2) An agreement entered into under paragraph (1) -

• (a) is binding on the Bank and the relevant party, and

• (b) may include terms under which the relevant party accepts the imposition of sanctions.

• (3) An agreement entered into under paragraph (1) may be enforced by the Bank or the relevant party in a court of competent jurisdiction.

PART 16 PENALTIES, GENERAL AND OTHER MISCELLANEOUS PROVISIONS

Certain Offences and Penalties generally.

107.

• (2) Where any offence is committed under these Regulations by a body corporate and is proved to have been committed with the consent, connivance or approval of or to have been attributable to the wilful neglect on the part of any person, being a director, manager secretary or other officer of the body corporate or a person who was purporting to act in any such capacity, that person as well as the body corporate shall be guilty of an offence and is liable to be proceeded against and punished as if he or she was guilty of the first mentioned offence.

• (3) A person who is guilty of -

• (a) an offence under these Regulations other than an offence referred to in subparagraph (b),

or

• (b) one or more further offences under paragraph (1), for each such offence,

shall be liable on summary conviction to a fine not exceeding €5,000 or imprisonment for a term not exceeding 12 months or both.

• (4) Each of the following is an offence to which section 47 (penalties on indictment) of the Investment Funds, Companies and Miscellaneous Provisions Act 2005 applies -

• (a) an offence under Regulation 14,

• (b) an offence under Regulation 15,

• (c) an offence under paragraph (1) or (2) that relates to an offence referred to in subparagraph (a) or (b).

Annual Report of Bank

108.

Fees

109.

Revocations and Amendments

110.

• (a) the European Communities (Stock Exchange) (Amendment Regulations 1991 ( S.I. No. 18 of 1991 ),

• (b) the European Communities (Transferable Securities and Stock Exchange) Regulations 1992 ( S.I. No. 202 of 1992 ),

• (c) the European Communities (Stock Exchange) (Amendment Regulations 1994 ( S.I. No. 234 of 1994 ).

• (2) The European Communities (Stock Exchange) Regulations 1984 ( S.I. No. 282 of 1984 ) are amended as specified in Schedule 3 to these Regulations.

Transitional Provisions

111.

112.

113.

SCHEDULE 1 Responsible Persons

Regulation 31 .

Equity securities.

• (2) In a case to which this paragraph applies, each of the following persons is subject to the other provisions of this Schedule, responsible for the prospectus:

• (a) the issuer of the securities;

• (b) if the issuer is a body corporate:

• (i) each person who is a director of that body corporate when the prospectus is published; and

• (ii) each person who has authorised himself or herself to be named and is named, in the prospectus as a director or as having agreed to become a director of that body corporate either immediately or at a future time;

• (c) each person who accepts, and is stated in the prospectus as accepting responsibility for the prospectus;

• (d) if the case involves an offer of securities to the public:

• (i) the offeror of the securities, if this is not the issuer; and

• (ii) if the offeror is a body corporate and is not the issuer, each person who is a director of that body corporate when the prospectus is published;

• (e) if the case involves the admission to trading of securities:

• (i) the person seeking admission, if this is not the issuer; and

• (ii) if the person seeking admission is a body corporate and is not the issuer, each person who is a director of that body corporate when the prospectus is published; and

• (f) each person not falling within any of the preceding provisions of this subparagraph who has authorised the contents of the prospectus.

All other securities.

• (2) In a case to which this paragraph applies, each of the following persons is subject to the other provisions of this Schedule, responsible for the prospectus:

• (a) the issuer of the securities;

• (b) each person who accepts, and is stated in the prospectus as accepting responsibility for the prospectus;

• (c) if the case involves an offer of securities to the public, the offeror of the securities, if this is not the issuer;

• (d) if the case involves the admission to trading of securities, the person seeking admission, if this is not the issuer;

• (e) if there is a guarantor for the issue, the guarantor in relation to information in the prospectus that relates to the guarantor and the guarantee; and

• (f) each person not falling within any of the preceding provisions of this subparagraph who has authorised the contents of the prospectus.

Issuer not responsible if it has not authorised offer or admission to trading.

Publication without directors consent.

Offeror not responsible in certain circumstances.

• (a) the issuer is responsible for the prospectus in accordance with this Schedule;

• (b) the prospectus was drawn up primarily by the issuer, or by one or more persons acting on behalf of the issuer; and

• (c) the offeror is making the offer in association with the issuer.

Person may accept responsibility for, or authorise, part of contents.

• (a) paragraph 2(2)(c) or paragraph 3(2)(b), or

• (b) authorising the contents of a prospectus under paragraph 2(2)(f),

a person may state that her or she does so only in relation to specified parts of the prospectus or only in specified respects, and in that case the person is responsible under those paragraphs:

• (i) only to the extent specified; and

• (ii) only if the material in question is included in (or substantially in) the form and context to which the person has agreed.

SCHEDULE 2 Advertising Principles

Regulation 74 .

• (b) The information contained in an advertisement shall not be inaccurate, or misleading.

• (c) The information shall also be consistent with the information contained in the prospectus, if already published, or with the information required to be in the prospectus, if the prospectus is published afterwards.

• (b) In circumstances where a prospectus is required to be published under EU prospectus law, any information as referred to in subparagraph (a) provided by an issuer or offeror to an investor or group of investors and not disclosed to all the investors to whom the offer of securities is addressed shall be disclosed in the prospectus or in a supplement.

SCHEDULE 3 Amendment of European Communities (Stock Exchange) Regulations 1984

Regulation 110 .

Item	Provision Affected	Amendment
1.	Regulation 2(1)	Delete “and the Listing Particulars directive” in the definition of “the directives”.
2.	Regulation 2(1)	Delete the definition of “the Listing Particulars directive”.
3.	Regulation 3(2)	(1) Delete “and” after paragraph (ii); (2) Substitute in paragraph (iii) “and,” for “and.”; (3) Insert the following paragraph after paragraph (iii): “(iv) are not contrary to or inconsistent with any provision of Irish prospectus law (within the meaning of the Investment Funds, Companies and Miscellaneous Provisions Act 2005 ).”.
4.	Regulation 4	Delete in its entirety.
5.	Regulation 6(1)	Delete “and Article 25 of the listing particulars directive”.
6.	Regulation 11(e)	Delete “or Article 24 of the Listing Particulars directive”.
7.	Regulation 12	Delete in its entirety.
8.	Regulation 13	Delete in its entirety.
9.	Regulation 14	Delete “save as provided by Regulations 12 and 13 of these Regulations”.
10.	First Schedule	Delete the text of the Listing Particulars directive.
11.	Second Schedule	Delete items 6, 7, 8, 9 and 11.
12.	Third Schedule	Delete in its entirety.
13.	Fourth Schedule	Delete in its entirety.
14.	Fifth Schedule	Delete in its entirety.
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	GIVEN under my Official Seal, This 30^th day of June 2005
	Micheál Martin Minister for Enterprise, Trade and Employment.

EXPLANATORY NOTE

(This note is not part of the instrument and does not purport to be a legal interpretation).

These Regulations along with Part 5 of the Investment Funds, Companies and Miscellaneous Provisions Act 2005 give effect to Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market and amending Directive 2001/34/EC.