Valid from 01/07/2005
[F1PART 2] U.K.
Textual Amendments
F1Sch. 11A inserted (1.7.2005) by The Prospectus Regulations 2005 (S.I. 2005/1433), reg. 2(2), Sch. 2
7(1)Transferable securities issued by a body specified in sub-paragraph (2) if, and only if, the proceeds of the offer of the transferable securities to the public will be used solely for the purposes of the issuer's objectives.
(2)The bodies are
(a)a charity within the meaning of—
(i)section 96(1) of the Charities Act 1993 (c. 10), or
(ii)section 35 of the Charities Act (Northern Ireland) 1964 (c. 33 (N.I.));
(b)a recognised body within the meaning of section 1(7) of the Law Reform (Miscellaneous Provisions) (Scotland) Act 1990 (c. 40);
(c)a housing association within the meaning of—
(i)section 5(1) of the Housing Act 1985 (c. 68),
(ii)section 1 of the Housing Associations Act 1985 (c. 69), or
(iii)Article 3 of the Housing (Northern Ireland) Order 1992 (S.I. 1992/1725 (N.I. 15));
(d)an industrial and provident society registered in accordance with—
(i)section 1(2)(b) of the Industrial and Provident Societies Act 1965 (c. 12), or
(ii)section 1(2)(b) of the Industrial and Provident Societies Act (Northern Ireland) 1969 (c. 24 (N.I.));
(e)a non-profit making association or body recognised by an EEA State with objectives similar to those of a body falling within any of sub-paragraphs (a) to (d).
8(1)Non-equity transferable securities, issued in a continuous or repeated manner by a credit institution, which satisfy the conditions in sub-paragraph (2).
(2)The conditions are—
(a)that the total consideration of the offer is less than 50,000,000 euros (or an equivalent amount); and
(b)those mentioned in paragraph 5(2)(a) and (b).
(3)In determining whether sub-paragraph (2)(a) is satisfied in relation to an offer (“offer A”), offer A is to be taken together with any other offer of transferable securities of the same class made by the same person which—
(a)was open at any time within the period of 12 months ending with the date on which offer A is first made; and
(b)had previously satisfied sub-paragraph (2)(a).
(4)For the purposes of this paragraph, an amount (in relation to an amount denominated in euros) is an “equivalent amount” if it is an amount of equal value denominated wholly or partly in another currency or unit of account.
(5)The equivalent is to be calculated at the latest practicable date before (but in any event not more than 3 working days before) the date on which the offer is first made.
(6)“Credit institution” means a credit institution as defined in Article 1.1(a) of the banking consolidation directive.
9(1)Transferable securities included in an offer where the total consideration of the offer is less than 2,500,000 euros (or an equivalent amount).
(2)Sub-paragraphs (3) to (5) of paragraph 8 apply for the purposes of this paragraph but with the references in sub-paragraph (3) to “sub-paragraph (2)(a)” being read as references to “paragraph 9(1)”.