Part VI Official Listing

Transferable securities: public offers and admission to tradingContravention of prohibition relating to public offer of securities

F1F386Exempt offers to the public F2and admissions to trading

(1)

A person does not contravene section 85(1) if—

F4(aa)

the offer falls within Article 1(4) of the prospectus regulation; or

(e)

the total consideration for the transferable securities being offered F5in the United Kingdom cannot exceed F68,000,000 euros (or an equivalent amount). ; F7...

F7(f)

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F8(1A)

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F9(1B)

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(2)

Where—

(a)

a person F10 (“the client”) who is not a qualified investor (as defined in F11... Article 2(e) of the prospectus regulation) has engaged a qualified investor falling within F12paragraph 3(a) of Schedule 1 to the markets in financial instruments regulation to act as his agent, and

(b)

the 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.

(3)

For the purposes of F13subsection (1), the making of an offer of transferable securities to—

(a)

trustees of a trust,

(b)

members of a partnership in their capacity as such, or

(c)

two or more persons jointly,

is to be treated as the making of an offer to a single person.

(4)

In 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—

(a)

was open at any time within the period of 12 months ending with the date on which offer A is first made; and

(b)

had previously satisfied subsection (1)(e).

F14(4A)

A person does not contravene section 85(2) if the admission to trading falls within Article 1(5) of the prospectus regulation.

(5)

For 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.

(6)

The 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.

F15(7)

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F15(8)

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F15(9)

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F15(10)

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