The Companies Act 1985 (Mutual Recognition of Prospectuses) Regulations 1991

Statutory Instruments

1991 No. 823

FINANCIAL SERVICES

The Companies Act 1985 (Mutual Recognition of Prospectuses)Regulations 1991

Made

25th March 1991

Laid before Parliament

27th March 1991

Coming into force

17th April 1991

The Secretary of State, being designated(1) for the purposes of section 2(2) of the EuropeanCommunities Act 1972(2) in relation to measures relating to prospectuses onoffers of transferable securities to the public, in exercise of thepowers conferred on him by the said section 2(2) hereby makes thefollowing Regulations:

1.—(1) These Regulations may be cited as the Companies Act 1985 (MutualRecognition of Prospectuses) Regulations 1991 and shall come into forceon 17th April 1991.

(2) In these Regulations—

(a) “the 1985 Act” means the Companies Act 1985(3);

(b) “member State” means a member State of the European Economic Community;

(c) “recognised prospectus” means a prospectus relating to shares in or debentures of a bodycorporate which has been approved in accordance with Article 20 ofCouncil Directive 89/298/EEC(4) in another member State and satisfies the conditions setout in sub-paragraphs (a) to (c) of regulation 2(1) below assupplemented by the information added to the prospectus pursuant tosub-paragraph (c) of the said regulation 2(1) and, where the prospectushas been translated into English, as translated into English; and

(d) “registrar of companies” has the same meaning as in the 1985 Act.

2.—(1) Where a prospectus has been approved in accordance with Article 20of Council Directive 89/298/EEC in another member State it shall,subject to paragraph (2) below, be deemed to comply for all purposeswith the provisions of the 1985 Act referred to in Schedule 1 to theseRegulations insofar as those provisions require information to beincluded in a prospectus provided that:

(a) where the prospectus as approved in the other member State waswritten in a language other than English, the prospectus has beentranslated into English and the translation has been certified to be acorrect translation in the manner prescribed in regulation 6 of theCompanies (Forms) Regulations 1985(5);

(b) the offer of shares or debentures to which the prospectus relates ismade in the United Kingdom simultaneously with the making of the offerin the member State where the prospectus was approved or within a shortinterval of the making of that offer; and

(c) there is added to the information contained in the prospectus asapproved in the other member State such of the information referred toin Schedule 2 to these Regulations as is not included in the prospectusas so approved.

(2) Where, prior to the registration with the registrar of companies of a prospectus which has been approved in another member State, a supplement to the prospectus has been approved pursuant to Article 23 of Council Directive 80/390/EEC(6) or Article 18 of Council Directive 89/298/EEC (as thecase may be) in the member State where the prospectus was approved, thereferences in paragraph (1) above and in regulation 1(2)(c) above to aprospectus shall be taken to be references to the prospectus takentogether with the supplement.

3.  The 1985 Act shall apply to a recognised prospectus subject to thefollowing modifications:

(a) the requirement in section 64(4) of the 1985 Act for the prospectusto be dated does not apply;

(b) section 65 of the 1985 Act does not apply;

(c) section 77(3)(b) and (c) of the 1985 Act does not apply; and

(d) section 83 of the 1985 Act and the words“This is without prejudice to section 83.” in section 84(1) of the 1985 Act do not apply.

John Redwood

Minister of State,

Department of Trade and Industry

25th March 1991

Regulation 2(1)

SCHEDULE 1 PROVISIONS OF THE 1985 ACT WITH WHICH A RECOGNISED PROSPECTUS IS DEEMED TO COMPLY

• Section 56(1)

• Section 58(2) and (4)

• Section 61(1)(b)

• Section 63

• Section 64(3)

• Section 72(2) to (4)

• Section 74(2)(b)

• Section 75

• Section 77(3)

• Section 97(3)

• Section 693(a) and (d)

• Schedule 3

Regulation 2(1)(c)

SCHEDULE 2 INFORMATION SPECIFIC TO THE UNITED KINGDOM MARKET

1.  A summary of the tax treatment of United Kingdom resident holders ofthe shares or debentures.

2.  The names and addresses of the paying agents for the shares anddebentures in the United Kingdom (if any).

3.  A statement of how notice of meetings and other notices from theissuer of the shares or debentures will be given to United Kingdomresident holders of the shares or debentures.

Explanatory Note

(This note is not part of the Regulations)

Article 21 of Council Directive 89/298/EEC provides that aprospectus approved in accordance with the Directive in one member Stateshall be recognised as complying with the laws of other member States.These Regulations provide that a prospectus approved in another memberState shall be deemed to comply with certain provisions relating to thecontents of prospectuses contained in the Companies Act 1985.

(1)

S.I. 1989/2393.

(2)

1972 c. 68.

(3)

1985 c. 6.

(4)

OJ No. L 124, 5.5. 1989, p.8.

(5)

S.I. 1985/854.

(6)

OJ No. L 100, 17.4. 1980, p.1.