The Financial Services and Markets Act 2000 (Offers of Securities) Order 2001

Explanatory Note

(This note is not part of the Order)

Under section 87 of the Financial Services and Markets Act 2000 (c. 8) (“the Act”), the competent authority for the purposes of Part VI of that Act may make listing rules providing for a prospectus to be submitted to the authority for approval where securities, offered for sale for the first time in the United Kingdom, are not the subject of an application for admission to the official list. Subsection (4) of section 87 provides that this power is subject to such provision made by or under any other enactment as the Treasury may by order specify. Article 3 of this Order specifies for this purpose the provisions of the Public Offers of Securities Regulations 1995 (S.I. 1995/1537) (“the 1995 Regulations”). The effect is to replicate section 156A(2)(b) of the Financial Services Act 1986 (c. 60) (“the 1986 Act”), which was inserted by the 1995 Regulations.

Schedule 11 to the Act broadly reproduces the effect of Schedule 11A to the 1986 Act (which was also inserted by the 1995 Regulations). It 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. Articles 4 to 10 of this Order specify a number of separate matters for the purposes of Schedule 11. Article 4 provides for the devolved administrations in Scotland, Northern Ireland and Wales to be within the definition of “public authority” in paragraphs 8 and 23 of Schedule 11. The remaining provisions in articles 5 to 10 have the effect of reproducing the effect of provisions currently contained in the 1986 Act.

Like their predecessors in the 1986 Act, both section 87 of and Schedule 11 to the Act partly implement 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).

Further provision is made in connection with Part VI of the Act (including Schedule 11) in the Financial Services and Markets Act 2000 (Official Listing of Securities) Regulations 2001 (S.I. 2001/2956). Transitional provisions in relation to Part VI of the Act are contained in the Financial Services and Markets Act 2000 (Official Listing of Securities) (Transitional Provisions) Order 2001 (S.I. 2001/2957).