[F1102BMeaning of “offer of transferable securities to the public” etc.E+W+S+N.I.
(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 F2. . . 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.]
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