Company Securities (Insider Dealing) Act 1985

15 Expressions used in s. 6

(1) For purposes of section 6, the following definitions apply—

(a) " international bond issue " means an issue of debentures of a company (" the issuing company ")—

(i) all of which are offered or to be offered by an off-market dealer to persons (whether principals or agents) whose ordinary business includes the buying or selling of debentures, and

(ii) where the debentures are denominated in sterling, not less than 50 per cent, in nominal value of the debentures are or are to be so offered to persons who have not the requisite connection with the United Kingdom;

(b) " issue date " means the date on which the first of those debentures is issued by the issuing company; and

(c) " issue manager " means—

(i) an off-market dealer acting as an agent of the issuing company for the purposes of an international bond issue, or

(ii) where the issuing company issues or proposes to issue the debentures to an off-market dealer under an arrangement in pursuance of which he is to sell them to other persons, that off-market dealer.

(2) The Secretary of State may by regulations in a statutory instrument provide—

(a) for permitting persons of any specified class to be treated as issue managers for purposes of subsection (1) or (2) (or both) of section 6,

(b) for permitting persons of any specified class to be treated as off-market dealers for those purposes,

(c) for permitting an issue of international securities of any specified class to be treated as an international bond issue for those purposes.

(3) The reference in subsection (1)(a)(ii) of this section to persons who have not the requisite connection with the United Kingdom is to persons who are neither—

(a) British citizens, British Dependent Territories citizens or British Overseas citizens, nor

(b) companies incorporated or otherwise formed under the law of any part of the United Kingdom.

(4) The reference in subsection (2)(c) to international securities is to any securities (whether listed, advertised or other) which are in any way connected with a country outside Great Britain for example—

(a) securities issued by a body incorporated or resident outside Great Britain, or

(b) securities which are denominated in a currency other than sterling, or dealt in by bodies incorporated or resident outside Great Britain or by individuals so resident.