The Public Offers of Securities (Exemptions) Regulations 2001

Explanatory Note

(This note is not part of the Regulations)

Schedule 11 to the Financial Services and Markets Act 2001 (c. 8) (“the Act”) sets out situations where an offer of securities is not to be treated as being made to the public in the United Kingdom, and where accordingly no prospectus is required under section 84 of the Act. Schedule 11 came into force on 25th February 2001 by virtue of the Financial Services and Markets Act 2000 (Commencement No. 1) Order 2001 (S.I. 2001/516 (C. 21)) but section 84 is not yet in force. Like the broadly similar provisions previously contained in Schedule 11A to the Financial Services Act 1986 (c. 60) (as inserted by the Public Offers of Securities Regulations 1995 (S.I. 1995/1537)), Schedule 11 partly implements provisions of Council Directive No. 89/298/EEC on the publication of a prospectus when transferable securities are offered to the public (OJ No. L124, 5.5.1989, p. 8).

These Regulations make further provision in connection with the Directive, by extending the exemptions provided in Schedule 11 to units in a collective investment scheme. “Collective investment scheme” is defined in sections 417(1) and 235 of the Act, and in relation to such a scheme “units” is defined in section 237(2). Units in such a scheme are not subject to the Directive.