http://www.legislation.gov.uk/ukpga/2000/8/section/86/2019-07-21Financial Services and Markets Act 2000An Act to make provision about the regulation of financial services and markets; to provide for the transfer of certain statutory functions relating to building societies, friendly societies, industrial and provident societies and certain other mutual societies; and for connected purposes.2000-06-15texttext/xmlenStatute Law Database2026-07-30Expert Participation2019-07-21 Part VI Official Listing<Substitution ChangeId="d29p7477" CommentaryRef="c2075572">Transferable securities: public offers and admission to trading</Substitution><Substitution ChangeId="d29p7721" CommentaryRef="c2075584">Exempt offers to the public </Substitution><Substitution ChangeId="d29p7721" CommentaryRef="c2075584"><Addition ChangeId="key-f76294241cd7b70a8a18320760c4de3c-1576501119222" CommentaryRef="key-f76294241cd7b70a8a18320760c4de3c">and admissions to trading</Addition></Substitution> 861A person does not contravene section 85(1) if—aathe offer falls within Article 1(4) of the prospectus regulation; ore the total consideration for the transferable securities being offered in the EEA States cannot exceed 8,000,000 euros (or an equivalent amount). ; ... f. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1B. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2Where—a a person (“the client”) who is not a qualified investor (as defined in the first sentence of Article 2(e) of the prospectus regulation) has engaged a qualified investor falling within point (1) of Section I of Annex II to the markets in financial instruments directive to act as his agent, and bthe terms on which the qualified investor is engaged enable him to make decisions concerning the acceptance of offers of transferable securities on the client's behalf without reference to the client,an offer made to or directed at the qualified investor is not to be regarded for the purposes of subsection (1) as also having been made to or directed at the client.3For the purposes of subsection (1), the making of an offer of transferable securities to—atrustees of a trust,bmembers of a partnership in their capacity as such, orctwo or more persons jointly,is to be treated as the making of an offer to a single person.4In determining whether subsection (1)(e) is satisfied in relation to an offer (“offer A”), offer A is to be taken together with any other offer of transferable securities of the same class made by the same person which—awas open at any time within the period of 12 months ending with the date on which offer A is first made; andbhad previously satisfied subsection (1)(e).4AA person does not contravene section 85(2) if the admission to trading falls within Article 1(5) of the prospectus regulation.5For the purposes of this section, an amount (in relation to an amount denominated in euros) is an “equivalent amount” if it is an amount of equal value denominated wholly or partly in another currency or unit of account.6The equivalent is to be calculated at the latest practicable date before (but in any event not more than 3 working days before) the date on which the offer is first made.7. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Ss. 84-87R and cross-headings substituted for ss. 84-87 (1.7.2005) by The Prospectus Regulations 2005 (S.I. 2005/1433), reg. 2(1), Sch. 1 para. 5 Ss. 84-87R and cross-headings substituted for ss. 84-87 (1.7.2005) by The Prospectus Regulations 2005 (S.I. 2005/1433), reg. 2(1), Sch. 1 para. 5Pt. 6 (ss. 72-103) applied (with modifications) (1.12.2001) by S.I. 1995/1537, Sch. 4 (as amended (1.12.2001) by S.I. 2001/3649, arts. 1, 511) Words in s. 86(1)(e) inserted (1.7.2012) by The Prospectus Regulations 2012 (S.I. 2012/1538), regs. 1(1), 2(1)(c) Words in s. 86(2)(a) substituted (1.7.2012) by The Prospectus Regulations 2012 (S.I. 2012/1538), regs. 1(1), 3(2)(a) Sum in s. 86(1)(e) substituted (21.7.2018) by The Financial Services and Markets Act 2000 (Prospectus and Markets in Financial Instruments) Regulations 2018 (S.I. 2018/786), regs. 1, 2(2)Words in s. 86 heading inserted (21.7.2019) by The Financial Services and Markets Act 2000 (Prospectus) Regulations 2019 (S.I. 2019/1043), regs. 1(1), 7(2) (with reg. 40)S. 86(4A) inserted (21.7.2019) by The Financial Services and Markets Act 2000 (Prospectus) Regulations 2019 (S.I. 2019/1043), regs. 1(1), 7(8) (with reg. 40)S. 86(1)(aa) substituted for s. 86(1)(a)-(d) (21.7.2019) by The Financial Services and Markets Act 2000 (Prospectus) Regulations 2019 (S.I. 2019/1043), regs. 1(1), 7(3)(a) (with reg. 40)S. 86(1)(f) and word omitted (21.7.2019) by virtue of The Financial Services and Markets Act 2000 (Prospectus) Regulations 2019 (S.I. 2019/1043), regs. 1(1), 7(3)(b) (with reg. 40)S. 86(1A) omitted (21.7.2019) by virtue of The Financial Services and Markets Act 2000 (Prospectus) Regulations 2019 (S.I. 2019/1043), regs. 1(1), 7(4) (with reg. 40)Words in s. 86(2)(a) substituted (21.7.2019) by The Financial Services and Markets Act 2000 (Prospectus) Regulations 2019 (S.I. 2019/1043), regs. 1(1), 7(5) (with reg. 40)S. 86(1B) omitted (21.7.2019) by virtue of The Financial Services and Markets Act 2000 (Prospectus) Regulations 2019 (S.I. 2019/1043), regs. 1(1), 7(4) (with reg. 40)Words in s. 86(3) substituted (21.7.2019) by The Financial Services and Markets Act 2000 (Prospectus) Regulations 2019 (S.I. 2019/1043), regs. 1(1), 7(6) (with reg. 40)S. 86(7)-(10) omitted (21.7.2019) by virtue of The Financial Services and Markets Act 2000 (Prospectus) Regulations 2019 (S.I. 2019/1043), regs. 1(1), 7(7) (with reg. 40)