Part VI Official Listing
Transferable securities: public offers and admission to tradingContravention of prohibition relating to public offer of securities
F185F2Prohibition of dealing etc. in transferable securities without approved prospectusF2Contravention of prohibition relating to public offer of securities
(1)
F3It is unlawful for transferable securities to which this subsection applies to be offered to the public in the United Kingdom unless an approved prospectus has been made available to the public before the offer is made.
(2)
F3It is unlawful to request the admission of transferable securities to which this subsection applies to trading on a regulated market situated or operating in the United Kingdom unless an approved prospectus has been made available to the public before the request is made.
(3)
A person who contravenes F4subsection (1) or (2) F4regulation 12 of the Public Offers and Admissions to Trading Regulations 2024 (prohibition of public offers of relevant securities) is guilty of an offence and liable—
(a)
on summary conviction, to imprisonment for a term not exceeding 3 months or a fine not exceeding the statutory maximum or both;
(b)
on conviction on indictment, to imprisonment for a term not exceeding 2 years or a fine or both.
(4)
A contravention of F5subsection (1) or (2) F5regulation 12 of the Public Offers and Admissions to Trading Regulations 2024 is actionable, at the suit of a person who suffers loss as a result of the contravention, subject to the defences and other incidents applying to actions for breach of statutory duty.
(5)
F6Subsection (1) applies to all transferable securities other than—
F7(a)
those listed in Article 1(2) of the prospectus regulation;
(b)
any offered in an offer falling within Article 1(3) of the prospectus regulation.
(6)
F9(6A)
F6Schedule 11A makes provision that applies for the purposes of Article 1(2)(e) of the prospectus regulation.
(7)
F11(8)
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