The Financial Services Act 1986 (Investment Advertisements) (Exemptions) (No. 2) Order 1988

Take-overs of private companies

4.—(1) In this article and in the Schedule to this Order—

(a) the expressions “debentures” and “shares”, when used—

(i) in relation to a body corporate which is a company within the meaning of the 1985 Act have the same meaning as in that Act;

(ii) in relation to a body corporate which is a company within the meaning of the 1986 Order have the same meaning as in that Order; and

(iii) in relation to any other body corporate, mean investments falling within paragraph 1 or 2 of Schedule 1 to the Act issued by that body corporate; and

(b) “relevant offer” means an offer of the kind described in Part II of the Schedule to this Order for shares in or debentures of a body corporate of the kind described in Part III of that Schedule.

(2) Section 57 of the Act shall not apply to an investment advertisement if it falls within paragraph (3), (4), or (5) below.

(3) An investment advertisement falls within this paragraph if—

(a) it is issued in connection with a relevant offer;

(b) it fulfils the conditions specified in Part IV of the Schedule to this Order; and

(c) it contains no invitation or information which would make it an investment advertisement other than—

(i) an invitation or information relating to a relevant offer; or

(ii) an invitation or information relating to a relevant offer and an invitation or information relating to an offer for investments falling within paragraph 4 or 5 of Schedule 1 to the Act which confer an entitlement or rights with respect to shares or debentures which are the subject of that relevant offer.

(4) An investment advertisement falls within this paragraph if—

(a) it either accompanies or is issued after the issue of an investment advertisement which contains a relevant offer and which falls within paragraph (3) above; and

(b) it contains no invitation or information which would make it an investment advertisement other than an invitation or information relating to investments falling within paragraph 4 or 5 of Schedule 1 to the Act which confer an entitlement or rights with respect to shares or debentures which are the subject of that relevant offer.

(5) An investment advertisement falls within this paragraph if it is issued in connection with a relevant offer and is a form of application for shares or debentures or for investments falling within paragraph 4 or 5 of Schedule 1 to the Act.