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The Official Listing of Securities, Prospectus and Transparency (Amendment etc.) (EU Exit) Regulations 2019

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Exempt offers to the public

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8.—(1) Section 86 (exempt offers to the public)(1) is amended as follows.

(2) In subsection (1)—

(a)in paragraph (b), for “per EEA State” substitute “in the United Kingdom”;

(b)in paragraph (e), for “in the EEA States” substitute “in the United Kingdom”.

(3) In subsection (1A)(c), omit “or the competent authority of another EEA State”.

(4) In subsection (1B)—

(a)in paragraph (a), omit “or the competent authority of another EEA State”;

(b)in paragraph (b), for “Article 5(4)(b) of the prospectus directive” substitute “rule 2.2.7(2) of the Prospectus Rules sourcebook”.

(5) In subsection (2), for “point (1) of Section I of Annex II to the markets in financial instruments directive” substitute “paragraph 3(a) of Schedule 1 to the markets in financial instruments regulation”(2).

(6) In subsection (7)—

(a)in paragraph (a)—

(i)for “points (1) to (4) of Section I of Annex II to the markets in financial instruments directive” substitute “paragraph 3 of Schedule 1 to the markets in financial instruments regulation”;

(ii)for “the final paragraph of Section I of Annex II to that directive” substitute “paragraph 4 of that Schedule”;

(b)in paragraph (b)—

(i)for “Section II of Annex II to that directive” substitute “paragraphs 5 and 6 of that Schedule”;

(ii)for “the final paragraph of Section I of Annex II to that directive” substitute “paragraph 4 of that Schedule”;

(c)for paragraph (c) (including the “or” at the end) substitute—

(c)a person who—

(i)is an eligible counterparty for the purposes of Section 6 of Chapter 3 of the Conduct of Business sourcebook, and

(ii)has not, before the making of the offer, agreed in writing with the relevant firm (or each of the relevant firms) to be treated as a non-professional client in accordance with paragraph 4 of Schedule 1 to the markets in financial instruments regulation; or;

(d)in paragraph (d)(ii) for “may continue to treat as a professional client from 3 January 2018” substitute “was entitled immediately before exit day to continue to treat as a professional client”.

(7) In subsection (8), after “investment firm or” insert “qualifying”.

(8) In subsection (9)—

(a)after “Investment firms and” insert “qualifying”;

(b)in paragraph (b), for “directly applicable” substitute “retained direct”.

(9) After subsection (9) insert—

(9A) In this section—

“the Conduct of Business sourcebook” means the Conduct of Business sourcebook made under this Act by the FCA, as it has effect on exit day;

“the Prospectus Rules sourcebook” means the Prospectus Rules sourcebook(3) made under this Act by the FCA, as it has effect on exit day..

(10) Omit subsection (10).

(1)

Section 86 was substituted by S.I. 2005/1433 and subsequently amended, most recently by S.I. 2018/786.

(2)

Schedule 1 is inserted by S.I. 2018/1403.

(3)

Sourcebooks made by the Financial Conduct Authority are available on https://www.handbook.fca.org.uk/handbook and copies of the rules referred to can be obtained from the Financial Conduct Authority, 12 Endeavour Square, London E20 1JN, where they are also available for inspection.

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