The Public Offers of Securities Regulations 1995

(156A) (1) Listing rules may also provide for a prospectus to be submitted to and approved by the competent authority where— (a) securities are to be offered to the public in the United Kingdom for the first time; (b) no application for listing of the securities has been made under this Part of this Act; and (c) the prospectus is submitted by or with the consent of the issuer of the securities. (2) Listing rules made under subsection (1) above may make provision— (a) as to the information to be contained in, and the form of, a prospectus submitted under any such rules; and (b) subject to the provisions of the Public Offers of Securities Regulations 1995, as to the timing and manner of publication of such a prospectus. (3) Sections 146 to 152 and 154 above shall apply in relation to such a prospectus as they apply in relation to listing particulars but as if— (a) any reference to listing particulars were a reference to a prospectus and any reference to supplementary listing particulars were a reference to a supplementary prospectus; (b) in section 146(1) above— (i) the words “as a condition of the admission of any securities to the Official List” were omitted; and (ii) for the words “section 144 above” there were substituted “section 156A(1) below”; (c) in section 147(1) above, for the words “under section 144 above and before the commencement of dealings in the securities following their admission to the Official List” there were substituted “under section 156A(1) below and before the end of the period during which the offer to which the prospectus relates remains open”; (d) in subsections (1)(d) and (2)(d) of section 151 above— (i) the words “that he continued in that belief until after the commencement of dealings in the securities following their admission to the Official List and” were omitted; and (ii) the words “and, if the securities are dealt in on an approved exchange, that he continued in that belief until after the commencement of dealings in the securities on that exchange” were added at the end; (e) notwithstanding section 142(7) above, any reference in section 152 above (other than in subsection (1)(b) of that section) to the issuer of securities included a reference to the person offering or proposing to offer them; and (f) in section 154(1) above, for the words “Where listing particulars are or are to be published in connection with an application for the listing of any securities” there were substituted “Where a prospectus is or is to be published in connection with an application for approval, then, until the end of the period during which the offer to which the prospectus relates remains open,”. (4) Listing rules made under this section may require the payment of fees to the competent authority in respect of a prospectus submitted for approval under the rules. (156B) (1) Where listing rules made under section 144(2) above require the publication of a prospectus, it shall not be lawful, before the time of publication of the prospectus, to offer the securities in question to the public in the United Kingdom. (2) An authorised person who contravenes subsection (1) above shall be treated as contravening rules made under Chapter V of Part I of this Act or, in the case of a person who is an authorised person by virtue of his membership of a recognised self-regulating organisation or certification by a recognised professional body, the rules of that organisation or body. (3) A person, other than an authorised person, who contravenes subsection (1) above shall be guilty of an offence and liable— (a) on conviction on indictment, to imprisonment for a term not exceeding two years or to a fine or to both; (b) on summary conviction, to imprisonment for a term not exceeding three months or a fine not exceeding level 5 on the standard scale. (4) Without prejudice to any liability under section 150 above, a person shall not be regarded as contravening subsection (1) above by reason only of a prospectus not having fully complied with the requirements of listing rules as to its form or content. (5) Any contravention of subsection (1) above shall be actionable at the suit of a person who suffers loss as a result of the contravention subject to the defences and other incidents applying to actions for breach of statutory duty.

3

Subsection (3) of section 156B of the Act shall not apply to a European institution carrying on home-regulated investment business in the United Kingdom which contravenes subsection (1) of that section, but it shall be treated for all purposes—

• (a) if it is not a member of a recognised self-regulating organisation, as having contravened rules made under Chapter V of Part I of the Act; or

• (b) if it is a member of a recognised self-regulating organisation, as having contravened the rules of that organisation

Part II — CONSEQUENTIAL AMENDMENTS AND REPEALS

4

Part V of the Act is hereby repealed.

5

The following provisions of the Act are hereby repealed—

• (a) in section 48(5), the words “and rules under that paragraph shall have effect subject to the provisions of Part V of this Act.”;

• (b) in section 58(1) (d)(ii), the words “or by an approved exchange under Part V of this Act”;

• (c) section 58(2);

• (d) section 192(3);

• (e) in Schedule 16, paragraph 16.

6

In section 58 of the Act—

• (a) in subsection (1)(d)(ii), after the words “supplementary listing particulars” there shall be inserted “, a prospectus approved in accordance with listing rules made under section 144(2) or 156A(1) below, a supplementary prospectus approved in accordance with listing rules made for the purposes of section 147(1) below as applied by section 154A or 156A(3) below”and

• (b) in subsection (6), for “Subsections (1)(c) and (2) above do” there shall be substituted “Subsection (1)(c) above does”.

7

In section 199(1) of the Act, for “133 or 171(2) or (3)” there shall be substituted “or 133”.

8

In section 207(1) of the Act, in the definition of “listing particulars”, for “144(2)” there shall be substituted “144(2A)”.

9

Paragraph 8 of Schedule 15 to the Act is hereby repealed.

10

Sections 198 and 199 of the Companies Act 1989 are hereby repealed.

11

In regulation 3 of the Control of Misleading Advertisements Regulations 1988[^f00019]—

• (a) In paragraph (1)(b), the words from “except where” to the end of the paragraph; and

• (b) in paragraph (2), the words ““approved exchange”,”;

shall be deleted.

12

In Schedule 9 to the Banking Coordination (Second Council Directive) Regulations 1992[^f00020],

SCHEDULE 3 — OFFERS OF SECURITIES TO THE PUBLIC IN THE UNITED KINGDOM

The following is the Schedule to be inserted into the Act as Schedule 11A

SCHEDULE 11A (1) A person offers securities to the public in the United Kingdom if— (a) to the extent that the offer is made to persons in the United Kingdom, it is made to the public; and (b) paragraph 2 below does not apply in relation to the offer; 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. (2) This paragraph applies in relation to an offer of securities where, to the extent that the offer is made to persons in the United Kingdom— (a) the condition specified in any one of the paragraphs of sub-paragraph (1) of paragraph 3 below is satisfied in relation to the offer; or (b) paragraph 4 below applies in relation to the offer. (3) (1) The following are the conditions specified in this sub-paragraph— (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) the securities are offered to no more than fifty persons; (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) 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) the securities are offered in connection with a bona fide invitation to enter into an underwriting agreement with respect to them; (f) the securities are offered to a government, local authority or public authority, as defined in paragraph 3 of Schedule 1 to this Act; (g) the total consideration payable for the securities cannot exceed ecu 40,000 (or an equivalent amount); (h) the minimum consideration which may be paid for securities acquired pursuant to the offer is at least ecu 40,000 (or an equivalent amount); (i) the securities are denominated in amounts of at least ecu 40,000 (or an equivalent amount); (j) the securities are offered in connection with a takeover offer; (k) the securities are offered in connection with a merger within the meaning of Council Directive No. 78/855/EEC; (l) the securities are shares and are offered free of charge to any or all of the holders of shares in the issuer; (m) the securities are shares, or investments falling within paragraph 4 or 5 of Schedule 1 to this Act relating to shares, in a body corporate and are offered in exchange for shares in the same body corporate, and the offer cannot result in any increase in the issued share capital of the body corporate; (n) the securities are issued by a body corporate and offered— (i) by the issuer; (ii) only to qualifying persons; and (iii) on terms that a contract to acquire any such securities may be entered into only by the qualifying person to whom they were offered or, if the terms of the offer so permit, any qualifying person; (o) the securities result from the conversion of convertible securities and listing particulars or a prospectus relating to the convertible securities were or was published in the United Kingdom under or by virtue of Part IV of this Act, Part III of the Companies Act 1985 or the Public Offers of Securities Regulations 1995; (p) the securities are issued by— (i) a charity within the meaning of section 96(1) of the Charities Act 1993[^f00021]; (ii) a housing association within the meaning of section 5(1) of the Housing Act 1985[^f00022]; (iii) an industrial or provident society registered in accordance with section 1(2)(b) of the Industrial and Provident Societies Act 1965[^f00023]; or (iv) a non-profit making association or body, recognised by the country or territory in which it is established, with objectives similar to those of a body falling within any of sub-paragraphs (i) to (iii) above; and the proceeds of the offer will be used for the purposes of the issuer’s objectives; (q) the securities offered are shares which are issued by, or ownership of which entitles the holder to membership of or to obtain the benefit of services provided by,— (i) a building society incorporated under the law of, or of any part of, the United Kingdom; (ii) any body incorporated under the law of, or of any part of, the United Kingdom relating to industrial and provident societies or credit unions; or (iii) a body of a similar nature established in a member State; (r) the securities offered are Euro-securities and are not the subject of advertising likely to come to the attention of persons who are not professionally experienced in matters relating to investment; (s) the securities are of the same class, and were issued at the same time, as securities in respect of which a prospectus has been published under or by virtue of Part IV of this Act, Part III of the Companies Act 1985 or the Public Offers of Securities Regulations 1995; (t) the securities are investments falling within paragraph 2 of schedule 1 to this Act with a maturity of less than one year from their date of issue; (u) the securities are investments falling within paragraph 3 of Schedule 1 to this Act; (v) he securities are not transferable. (2) For the purposes of this paragraph - “convertible securities” means securities falling within paragraph 2 of Schedule 1 to this Act which can be converted into, or exchanged for, or which confer rights to acquire, securities; or ecurities falling within paragraph 4 or 5 of that Schedule (as applied for the purposes of section 142(2) of this Act); 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; - “credit institution” means a credit institution as defined in Article 1 of Council Directive No. 77/780/EEC[^f00024]; - “ecu” means the European currency unit as defined in Article 1 of Council Regulation No. 3320/94/EC[^f00025] or any Council regulation replacing the same, in either case as amended from time to time; - “Euro-securities” means investments which are to be underwritten and distributed by a syndicate at least two of the members of which have their registered offices in different countries or territories; are to be offered on a significant scale in one or more countries or territories other than the country or territory on which the issuer has its registered office; and may be acquired pursuant to the offer only through a credit institution or other financial institution; - “financial institution” means a financial institution as defined in Article 1 of Council Directive No. 89/646/EEC[^f00026]; and - “shares”, except in relation to a takeover offer, means investments which are securities by virtue of falling within paragraph 1 of Schedule 1 to this Act (as applied for the purposes of section 142(3) of this Act). (3) For the purposes of determining whether the condition specified in paragraph (b) of (g) of sub-paragraph (1) above is satisfied in relation to an offer, the offer shall be taken together with any other offer of the same securities which was (a) made by the same person; (b) open at any time within the period of 12 months ending with the date on which the offer is first made; and (c) not an offer to the public in the United Kingdom by virtue of that condition being satisfied. (4) In determining for the purposes of paragraph (d) of sub-paragraph (1) above whether a person is sufficiently knowledgeable to understand the risks involved in accepting an offer of securities, any information supplied by the person making the offer shall be disregarded, apart from information about (a) the issuer of the securities; or (b) if the securities confer the right to acquire other securities, the issuer of those other securities. (5) For the purposes of determining whether the condition specified in paragraph (g), (h) or (i) of sub-paragraph (1) above is satisfied in relation to an offer, an amount, in relation to an amount denominated in ecu, is an “equivalent amount” if it is an amount of equal value, calculated at the latest practicable date before (but in any event not more than 3 days before) the date on which the offer is first made, denominated wholly or partly in another currency or unit of account. (6) For the purposes of paragraph (j) of sub-paragraph (1) above, “takeover offer” means (a) an offer which is a takeover offer within the meaning of Part XIIIA of the Companies Act 1985 (or would be such an offer if that Part of that Act applied in relation to any body corporate); or (b) an offer made to all the holders of shares, or of shares of a particular class, in a body corporate to acquire a specified proportion of those shares (“holders” and “shares” being construed in accordance with that Part); but in determining for the purposes of paragraph (b) above whether an offer is made to all the holders of shares, or of shares of any class, the offeror, any associate of his (within the meaning of section 430E of that Act) and any person whose shares the offeror or any such associate has contracted to acquire shall not be regarded as holders of the shares. (7) For the purposes of paragraph (1) of sub-paragraph (1) above, “holders of shares” means the persons who, at the close of business on a date specified in the offer and falling within the period of 28 days ending with the date on which the offer is first made, were the holders of such shares. (8) For the purposes of paragraph (n) of sub-paragraph (1) above (a) a person is a “qualifying person”, in relation to an issuer, if he is a bona fide employee or former employee of the issuer or of another body corporate in the same group or the wife, husband, widow, widower or child or stepchild under the age of eighteen of such an employee or former employee; and (b) the definition of “issuer” in section 142(7) applies with the omission of the words from “except that” to the end of the definition. (4) (1) This paragraph applies in relation to an offer where the condition specified in one relevant paragraph is satisfied in relation to part, but not the whole, of the offer and, in relation to each other part of the offer, the condition specified in a different relevant paragraph is satisfied. (2) For the purposes of this paragraph, “relevant paragraph” means any of paragraphs (a) to (f), (j) to (m), (o), (p) and (s) of paragraph 3(1) above.

SCHEDULE 4 — MUTUAL RECOGNITION OF PROSPECTUSES AND LISTING PARTICULARS

PART 1 — RECOGNITION FOR THE PURPOSES OF PART IV OF THE FINANCIAL SERVICES ACT 1986 OF PROSPECTUSES AND LISTING PARTICULARS APPROVED IN OTHER MEMBER STATES

1

In this Part of this Schedule—

• (a) the term “competent authority” includes a body designated by a member State pursuant to Article 12 of Council Directive No. 89/298/EEC;

• (b) “the UK authority” means the competent authority for the purposes of Part IV of the Act.

• (c) “European document” means—

• (i) listing particulars which have been approved by the competent authority in another member State and which Article 24a of Council Directive No. 80/390/EEC[^f00027] requires or paragraph 5 of that article permits to be recognised as listing particulars;

• (ii) a prospectus which has been approved by the competent authority in another member State and which Article 24b of Council Directive No. 80/390/EEC[^f00028] requires or which paragraph 2 of that article, in referring to paragraph 5 of article 24a of that Directive, permits to be recognised as listing particulars; or

• (iii) a prospectus which has been approved by the competent authority in another member State, which Article 21 of Council Directive No. 89/298/EEC requires or which paragraph 4 of that article permits to be recognised and which relates to securities which are the subject of an application for listing in the United Kingdom and which are to be offered in the United Kingdom prior to admission to listing in the United Kingdom by means of the prospectus;

including in each case any supplement to listing particulars or a prospectus which, before the completion of the preparation of the recognised document for submission to the UK authority pursuant to an application for listing, has been approved pursuant to Article 23 of Council Directive No. 80/390/EEC or Article 18 of Council Directive No. 89/298/EEC by the competent authorities which approved the listing particulars or prospectus.

• Where the European document submitted to the UK authority is a translation into English of the document approved by the competent authorities in another member State then, unless the context otherwise requires, the document as translated shall be regarded as the European document rather than the document as approved.

2

In this Part of this Schedule, “recognised European document” means a document consisting of a European document submitted to the UK authority pursuant to an application for listing under section 143 of the Act and, if information is required to be added to it in accordance with listing rules, including that information.

3

Subject to paragraph 4, Part IV of the Act shall apply to a recognised European document as it applies—

• (a) in relation to listing particulars, within the meaning of section 144(2) of the Act (in a case where the securities to which it relates will not be offered in the United Kingdom prior to admission to listing in the United Kingdom); or

• (b) in relation to a prospectus to which section 144 of the Act applies (in a case where the recognised European document is a prospectus and the securities to which it relates are to be offered in the United Kingdom prior to admission to listing in the United Kingdom).

4

Part IV of the Act shall apply to a recognised European document subject to the following modifications—

• (a) nothing in Part IV shall require the approval by the UK authority of a recognised European document which has been approved as described in paragraph 1(c);

• (b) in sections 146, 147(1)(a) and 150(2) of the Act, any reference to information specified or required by listing rules or required by the competent authority or to matter whose inclusion was required by listing rules or by the competent authority shall apply as if it were a reference to information required by or to matter whose inclusion was required by the legislation relating to the contents of prospectuses and listing particulars, or by competent authorities, of the member State where the European document forming part of that recognised European document was approved;

• (c) nothing in section 147 of the Act shall require the approval by the UK authority of supplementary listing particulars or a supplementary prospectus which is, or is a translation into English of, a supplement which has been approved pursuant to Article 23 of Council Directive No. 80/390/EEC or Article 18 of Council Directive No. 89/298/EEC by the competent authority which approved the listing particulars or prospectus to which the supplement relates.

5

Subject to paragraph 1 and 3, references in Part IV of the Act to supplementary listing particulars shall be taken to include references to supplementary prospectuses.

6

This Part of this Schedule shall not apply to listing particulars or a prospectus approved in another member State prior to the coming into force of these Regulations.

PART II — RECOGNITION FOR THE PURPOSES OF PART II OF THESE REGULATIONS OF PROSPECTUSES APPROVED IN OTHER MEMBER STATES

7

In this Part of this Schedule “recognised prospectus” means a prospectus which has been approved in accordance with Article 20 of Council Directive No. 89/298/EEC in another member State and satisfies the requirements of paragraphs (a) to (c) of paragraph 8(1); and where the prospectus has been translated into English, the English version shall be the recognised prospectus.

8

• (1) Where a prospectus has been approved in accordance with Article 20 of Council Directive No. 89/298/EEC in another member State it shall, subject to sub-paragraph (2), be deemed for the purposes of regulation 4(1) to comply with regulations 8 and 9 of these Regulations provided that—

• (a) where the prospectus as approved in the other member State was written in a language other than English, the prospectus has been translated into English and the translation has been certified to be a correct translation in the manner prescribed in regulation 6 of the Companies (Forms) Regulations 1985[^f00029] or the corresponding Northern Ireland provision;

• (b) the offer of securities to which the prospectus relates is made in the United Kingdom simultaneously with the making of the offer in the member State where the prospectus was approved or within 3 months after the making of that offer;

• (c) there is added to the information contained in the prospectus as approved in the other member State such of the following information as is not included in the prospectus as so approved—

• (i) a summary of the tax treatment relevant to United Kingdom resident holders of the securities;

• (ii) the names and addresses of the paying agents for the securities in the United Kingdom (if any);

• (iii) a statement of how notice of meetings and other notices from the issuer of the securities will be given to United Kingdom resident holders of the securities; and

• (d) where a partial exemption or partial derogation has been granted in the other member State pursuant to Council Directive No. 89/298/EEC—

• (i) the partial exemption or partial derogation in question is of a type for which a corresponding partial exemption or partial derogation is made in these Regulations; and

• (ii) the circumstances that justify the partial exemption or partial derogation also exist in the United Kingdom.

• (2) Where, prior to the delivery for registration to the registrar of companies of a prospectus which has been approved in another member State, a supplement to the prospectus has been approved pursuant to Article 23 of Council Directive No. 80/390/EEC or Article 18 of Council Directive No. 89/298/EEC in the member State where the prospectus was approved, the references in sub-paragraph (1) and in paragraph 7 to a prospectus shall be taken to be references to the prospectus taken together with the supplement.

9

Subject to paragraph 8(2), Part II of these Regulations shall apply in relation to a recognised prospectus as it applies in relation to a prospectus to which the said Part II would apply apart from this paragraph except that in regulations 9 (1), 10(1)(a) and 14(2) of these Regulations the references to information or any matter required to be included in a prospectus by these Regulations shall be taken to be references to information or any matter required to be included by virtue of the legislation relating to the contents of prospectuses of the member State where the recognised prospectus was approved and by virtue of paragraph 8(1)(c).

PART III — Recognition for the purposes of the companies act 1985 of prospectuses approved in other member states

10

In this Part of this Schedule, “recognised prospectus” has the same meaning as in Part II of this Schedule.

11

The provisions of the Companies Act 1985, other than—

• (a) section 83; and

• (b) in section 84, the words “This is without prejudice to section 83.”,

shall apply to a recognised prospectus.

12

A recognised prospectus shall be deemed to comply with sections 97(3) and 693(1)(a) and (d) of the Companies Act 1985.

SCHEDULE 5 — AMENDMENTS TO REGULATIONS MADE UNDER THE BANKING ACT 1987

1

• (1) The Banking Act 1987 (Advertisements) Regulations 1988[^f00030] shall be amended as follows.

• (2) In regulation 2(4)(a), for the words “to which section 56 of the Companies Act 1985 applies would apply if not excluded by paragraph (a) or (b) of subsection (5) of that section” there shall be substituted—

• a prospectus to which regulation 8 of the Public Offers of Securities Regulations 1995 applies, or would apply but for regulation 7 of those regulations where— the prospectus is issued to existing members or debenture holders of a company; and the prospectus relates to shares in or debentures of the company, whether an applicant for shares or debentures will or will not have the right to renounce in favour of other persons

• (3) In regulation 2(4)(b), of the words “a prospectus to which section 72 of that Act applies or apply if not excluded by paragraph (a) or (b) of subsection (6) of that section” there shall be substituted—

• a prospectus to which regulation 8 of the Public Offers of Securities Regulations 1995 applies, or would apply but for regulation 7 of those regulations where— the prospectus is issued to existing members or debenture holders of a company; and the prospectus relates to shares in or debentures of the company, whether an applicant for shares or debentures will or will not have the right to renounce in favour of other persons

• (4) In regulation 2(4)(c), for the words from “together with” to the end there shall be substituted—

• together with a prospectus to which regulation 8 of the public Offers of Securities Regulations 1995 applies, or would apply but for regulation 7 of those regulations where— the prospectus is issued to existing members or debenture holders of a company; and the prospectus relates to shares in or debentures of the company, whether an applicant for shares were debentures will or will not have the right to renounce in favour of other persons.

2

In regulation 13(d)(iv) of the Banking Act 1987 (Exempt Transactions) Regulations 1988[^f00031], for the words “section 56 or 72 of the Companies Act 1985 or the corresponding Northern Ireland legislation” there shall be substituted “regulation 8 of the Public Offers of Securities Regulations 1995”.

Signed

Derek Conway — Timothy Wood — Two of the Lords Commissioners of Her Majesty’s Treasury — 14th June 1995

Explanatory note

(This note is not part of the Regulations)

These Regulations (which will replace Part III of the Companies Act 1985 (c. 6) (capital issues) for almost all purposes) provide for a person offering transferable securities to the public in certain circumstances to prepare and publish a prospectus according to requirements set out in the Regulations. The Regulations also amend Part IV of the Financial Services Act 1986 (c. 60) so that a prospectus may, in certain circumstances, be prepared, scrutinised and approved, in accordance with listing rules. Part V of the Financial Services Act 1986 (offers of unlisted securities), which has not been brought into force, is repealed.

The Regulations, which come into force on 19th June 1995, give effect to Council Directive No. 89/298/EEC on the co-ordination of the requirements for the drawing-up, scrutiny and distribution of a prospectus when transferable securities are to be offered to the public (OJ no. L124, 5.5.89, p. 8). They also give effect, in relation to the mutual recognition of prospectuses and listing particulars, to certain provisions of Council Directive No. 80/390/EEC (OJ No. L100, 17.4.80, p. 1) which is amended by Council Directives 87/345/EEC (OJ No. L185, 4.7.87, p. 81), 90/211/EEC (OJ No. L112, 3.5.90, p. 24) and 94/18/EC (OJ No. L135, 31.5.94, p. 1).

Part I of the Regulations makes provision for the citation and commencement of the Regulations and contains interpretation provisions.

Part II of the Regulations makes provision for a prospectus to be prepared and published, without prior scrutiny and approval, where transferable securities which are not admitted to official listing, nor the subject of an application for official listing, are offered to the public for the first time. A prospectus must contain the information necessary for investors to make an informed assessment of the issuer’s position and prospectus, and the rights attached to the securities, and must contain certain specified information (regulations 8 and 9; Schedule 1). A prospectus must be registered with the registrar of companies, and published, before an offer to the public is made. By regulation 7, certain sorts of offers of securities are deemed not to be offers to the public. Regulation 11 provides for information to be omitted from a prospectus in certain circumstances. Regulations 13 to 15 impose civil liability on persons responsible for a false or misleading prospectus. By regulation 16, contraventions of the requirement to publish a prospectus (and the requirement in regulation 12 to refer in advertisements to the availability of a prospectus) are subject to criminal or regulatory sanctions.

Part III of the Regulations gives effect to Schedule 2, which makes amendments to the Financial Services Act 1986 and other minor and consequential amendments. It also provides that where the Regulations create new criminal offences the maximum penalties shall not exceed those permitted under the European Communities Act 1972 (c. 68).

Part IV of the Regulations gives effect to Schedule 4 (mutual recognition of prospectuses and listing particulars) and deals with other miscellaneous matters.

Schedule 1 to the Regulations specifies the information with a prospectus prepared under Part II must contain.

Schedule 2 to the Regulations makes amendments to Part IV of the Financial Services Act 1986. The amended provisions of the Act allow listing rules to be made so that a prospectus, rather than listing particulars, must be produced where an application for admission to the Official List has been made, and the securities in question are to be offered to the public before admission (section 144). They also allow listing rules to be made so that a prospectus may be produced where there is no application for listing (section 156A). Schedule 2 also gives effect to Schedule 3.

Schedule 3 to the Regulations inserts Schedule 11A into the Act. Schedule 11A defines what is an offer to the public for the purposes of the amended provisions in Part IV of the Act. Certain sorts of offers (with some differences, those listed in regulation 7) are not offers to the public.

Schedule 4 to the Regulations deals with the mutual recognition of prospectuses and listing particulars approved in other member States for the purposes of Part IV of the Financial Services Act 1986, the Regulations themselves, and the Companies Act 1985.

Schedule 5 to the Regulations deals with the amendment of regulations made under the Banking Act 1987.

Footnotes

[^f00001]: S.I. 1992/1315.

[^f00002]: 1972 c. 68.

[^f00003]: 1986 c. 60.

[^f00004]: S.I. 1992/3218.

[^f00005]: OJ No. L1, 3.1.94, p. 3.

[^f00006]: OJ No. L1, 3.1.94, p. 572.

[^f00007]: 1985 c. 6.

[^f00008]: OJ No. L295, 20.10.78, p. 36.

[^f00009]: 1993 c. 10.

[^f00010]: 1985 c. 68.

[^f00011]: 1965 c. 12.

[^f00012]: 1986 c. 53.

[^f00013]: 1972 c. 68.

[^f00014]: OJ No. L124, 5.5.89. p. 8.

[^f00015]: S.I. 1991/823. 1987 c. 22.

[^f00016]: S.R. (N.I.) 1991 No. 187.

[^f00017]: 1985 c. 6: section 735B was inserted by section 127(5) of the Companies Act 1989 (c. 40).

[^f00018]: S.I. 1991/823 1987 c. 22.

[^f00019]: S.I. 1988/915.

[^f00020]: S.I. 1992/3218.

[^f00021]: 1993 c. 10.

[^f00022]: 1985 c. 68.

[^f00023]: 1965 c. 12.

[^f00024]: OJ No. L322. 17.12.77, p. 30.

[^f00025]: OJ No. L350. 31.12.94, p. 27.

[^f00026]: OJ No. L386. 31.12.89, p. 1. amending Council Directive 77/780/EEC (OJ No. L322. 17.12.77. p. 30).

[^f00027]: OJ No. L100. 17.4.80, p. 1. Article 24a was inserted in Council Directive No. 80/390/EEC by Council Directive No. 87/345/EEC (OJ No. L185. 4.7.87, p. 81).

[^f00028]: Article 24b was inserted in Council Directive 80/390/EEC by Council Directive 87/345/EEC and was subsequently amended by Council Directive 90/211/EEC (OJ No. L112, 3.5.90, p. 24).

[^f00029]: S.I. 1985/854.

[^f00030]: S.I. 1988/645.

[^f00031]: S.I. 1988/646, amended by S.I. 1990/20.