The Prospectus Regulations 2012

Amendments to exemptions

2.—(1) In section 86(1) of the 2000 Act(1) (exempt offers to the public)—

(a) in paragraphs (c) and (d), for “50,000 euros” substitute “100,000 euros”;

(b) omit the “or” following paragraph (d);

(c) in paragraph (e), after “being offered” insert “in the EEA States”; and

(d) insert after paragraph (e)—

“; or

(f) the offer falls within subsection (1A).”

(2) In section 86 of the 2000 Act, after subsection (1) insert—

“(1A) An offer (“the current offer”) falls within this subsection if the transferable securities are being sold or placed through a financial intermediary where—

(a) the transferable securities have previously been the subject of one or more offers to the public;

(b) in respect of one or more of those previous offers any of paragraphs (a) to (e) of subsection (1) applied;

(c) a prospectus is available for the securities which has been approved by the competent authority no earlier than 12 months before the date the current offer is made; and

(d) the issuer or other person who was responsible for drawing up the prospectus has given written consent to the use of the prospectus for the purpose of the current offer.”.

(3) In section 87A of the 2000 Act(2) (criteria for approval of prospectus by competent authority), after subsection (2) insert—

“(2A) If, in the case of transferable securities to which section 87 applies, the prospectus states that the guarantor is a specified EEA State, the prospectus is not required to include other information about the guarantor.”.

(4) In paragraph 8(2) of Schedule 11A to the 2000 Act(3) (transferable securities), for paragraph (a) substitute—

“(a) 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”.

(5) In paragraph 9(1) of Schedule 11A to the 2000 Act (transferable securities), for “the total consideration of the offer in the European Union” substitute “the total consideration for the transferable securities being offered in the EEA States”.

(1)

Section 86 was substituted by S.I. 2005/1433 and amended by S.I. 2011/1668.

(2)

Section 87A was substituted by S.I. 2005/1433.

(3)

Schedule 11A was inserted by S.I. 2005/1433 and amended by S.I. 2006/3221. S.I. 2011/99 and S.I. 2011/1668. There are other amendments not relevant to these Regulations.