SCHEDULES

F4SCHEDULE 11ATRANSFERABLE SECURITIES

Annotations:
Amendments (Textual)

PART 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

F1i

as defined by section 1(1) of the Charities Act 2011, or

ii

within the meaning of section 35 of the Charities Act (Northern Ireland) 1964 (c. 33 (N.I.));

F2b

a body entered in the Scottish Charity Register;

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));

F8d

a registered society that—

i

is registered under the Co-operative and Community Benefit Societies Act 2014 as a community benefit society,

ii

is a pre-commencement society within the meaning of that Act that was registered in accordance with section 2(2)(a)(ii) of that Act, or

iii

is registered in accordance with section 1(2)(b) of the Industrial and Provident Societies Act (Northern Ireland) 1969;

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—

F5a

that the total consideration for the transferable securities being offered in the EEA States is less than 75,000,000 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 F7Article 4(1)(1) of the capital requirements regulation.

9

1

Transferable securities included in an offer where F3F6the total consideration for the transferable securities being offered in the EEA States is less than 5,000,000 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)”.