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Part VIU.K. Official Listing

Modifications etc. (not altering text)

C1Pt. 6 (ss. 72-103) applied (with modifications) (1.12.2001) by S.I. 1995/1537, Sch. 4 (as amended (1.12.2001) by S.I. 2001/3649, arts. 1, 511)

[F1Interpretative provisionsU.K.

Textual Amendments

F1Ss. 102A-103 substituted for s. 103 (1.7.2005) by The Prospectus Regulations 2005 (S.I. 2005/1433), reg. 2(1), Sch. 1 para. 11

102AMeaning of “securities” etc.U.K.

(1)This section applies for the purposes of this Part.

(2)Securities” means (except in section 74(2) and the expression “transferable securities”) anything which has been, or may be, admitted to the official list.

(3)Transferable securities” means anything which is a transferable security for the purposes of [F2Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments], other than money-market instruments for the purposes of that directive which have a maturity of less than 12 months.

[F3(3A)Debt securities” has the meaning given in Article 2.1(b) of the transparency obligations directive.]

(4)Financial instrument” has [F4(except in section 89F) ]the meaning given in Article 1.3 of Directive 2003/6/EC of the European Parliament and of the Council of 28 January 2003 on insider dealing and market manipulation [F5(as modified by Article 69 of Directive 2004/39/EC on markets in financial instruments)].

(5)Non-equity transferable securities” means all transferable securities that are not equity securities; and for this purpose “equity securities” has the meaning given in Article 2.1(b) of the prospectus directive.

(6)“Issuer”—

(a)in relation to an offer of transferable securities to the public or admission of transferable securities to trading on a regulated market for which an approved prospectus is required as a result of section 85, means a legal person who issues or proposes to issue the transferable securities in question,

[F6(aa)in relation to transparency rules, means a legal person whose securities are admitted to trading on a regulated market or whose voting shares are admitted to trading on a UK market other than a regulated market, and in the case of depository receipts representing securities, the issuer is the issuer of the securities represented;]

(b)in relation to anything else which is or may be admitted to the official list, has such meaning as may be prescribed by the Treasury, and

(c)in any other case, means a person who issues financial instruments.

Textual Amendments

F2Words in s. 102A(3) substituted (8.11.2006) by Companies Act 2006 (c. 46), ss. 1272, 1300(1)(a), Sch. 15 para. 10(3)

F6S. 102A(6)(aa) inserted (8.11.2006) by Companies Act 2006 (c. 46), ss. 1272, 1300(1)(a), Sch. 15 para. 10(4)

102BMeaning of “offer of transferable securities to the public” etc.U.K.

(1)For the purposes of this Part there is an offer of transferable securities to the public if there is a communication to any person which presents sufficient information on—

(a)the transferable securities to be offered, and

(b)the terms on which they are offered,

to enable an investor to decide to buy or subscribe for the securities in question.

(2)For the purposes of this Part, to the extent that an offer of transferable securities is made to a person in the United Kingdom it is an offer of transferable securities to the public in the United Kingdom.

(3)The communication may be made—

(a)in any form;

(b)by any means.

(4)Subsection (1) includes the placing of securities through a financial intermediary.

(5)Subsection (1) does not include a communication in connection with trading on—

(a)a regulated market;

(b)a multilateral trading facility; or

(c)a market prescribed by an order under section 130A(3).

(6)Multilateral trading facility” means a multilateral system, operated by an investment firm F7. . . or a market operator, which brings together multiple third-party buying and selling interests in financial instruments in accordance with non-discretionary rules so as to result in a contract.

Textual Amendments

F7Words in s. 102B(6) omitted (1.4.2007 for certain purposes, 1.11.2007 otherwise) by virtue of The Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007 (S.I. 2007/126), regs. 1(2), 3(5), Sch. 5 para. 6

102CMeaning of “home State” in relation to transferable securitiesU.K.

X1 103 Interpretation of this PartU.K.

(1)In this Part, save where the context otherwise requires—

F14(2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F14(3). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .]

Editorial Information

X1The insertion of the new heading "Interpretative provisions" in Pt. VI on 1.7.2005 gives rise to a change in the structure of this legislation on SLD which breaks the continuity of historical versions of the existing provisions which are now brought under that new heading.

Textual Amendments

F8Words in s. 103(1) substituted (24.1.2013 for specified purposes, 1.4.2013 in so far as not already in force) by Financial Services Act 2012 (c. 21), ss. 16(2)(3)(i), 122(3) (with Sch. 20); S.I. 2013/113, art. 2(1)(c), Sch. Pt. 3; S.I. 2013/423, art. 3, Sch.

F9Words in s. 103 inserted (1.7.2012) by The Prospectus Regulations 2012 (S.I. 2012/1538), regs. 1(1), 9(a)

F10S. 103(1): words in entry substituted (1.10.2008) by Companies Act 2006 (c. 46), ss. 1272(1), 1300(2), Sch. 15 para. 11(2); S.I. 2008/1886, art. 2(g) (with arts. 6, 7)

F11S. 103(1): entry inserted (8.11.2006) by Companies Act 2006 (c. 46), ss. 1265, 1300(1)(a)

F13S. 103(1): entries inserted (8.11.2006) by Companies Act 2006 (c. 46), ss. 1272, 1300(1)(a), Sch. 15 para. 11(3)

F14S. 103(2)(3) omitted (24.1.2013 for specified purposes, 1.4.2013 in so far as not already in force) by virtue of Financial Services Act 2012 (c. 21), ss. 16(14)(g), 122(3) (with Sch. 20); S.I. 2013/113, art. 2(1)(c), Sch. Pt. 3; S.I. 2013/423, art. 3, Sch.