The Banking Act 1987 (Exempt Transactions) Regulations 1997

Citation, commencement and interpretation

1.—(1) These Regulations may be cited as the Banking Act 1987 (Exempt Transactions) Regulations 1997, and shall come into force on 3rd April 1997.

(2) In these Regulations, unless the context otherwise requires—

“the Act” means the Banking Act 1987;

“Approved Organisation” means an exchange or association not in an EEA State which meets criteria agreed between the Securities and Investments Board and the Stock Exchange and is included in a list maintained by the Stock Exchange for the purposes of the Rules of the Stock Exchange(1);

“authorised institution” means an institution authorised under the Act;

“certified translation” means a translation certified to be a correct translation in the manner prescribed in regulation 6 of the Companies (Forms) Regulations 1985(2) or in regulation 6 of the Companies (Forms) (Northern Ireland) Regulations 1986(3);

“commercial paper” means a debt security which must be redeemed before the first anniversary of the date of issue;

“company” means a body corporate, including a body corporate constituted under the law of a country or territory outside the United Kingdom;

“competent authority” in relation to another EEA State, means an authority appointed by that State pursuant to Article 18 of Council Directive No. 80/390/EEC(4) to approve listing particulars or a body competent pursuant to Articles 7, 8 and 12 of Council Directive No. 89/298/EEC(5) to approve prospectuses;

“debt security” includes bonds, notes, debentures and debenture stock;

“deposit”, except in the expressions “pre-contract deposit” and “deposit fund”, shall be construed in accordance with section 5 of the Act(6);

“EEA Exchange” means an exchange in an EEA State other than the United Kingdom on which securities may be officially listed in accordance with Council Directive No. 80/390/EEC;

“EEA State” means a State which is a contracting party to the Agreement on the European Economic Area signed at Oporto on 2nd May 1992(7) as adjusted by the Protocol signed at Brussels on 17th March 1993(8);

“European authorised institution” and “European institution” have the meaning given by regulation 3 of the Banking Coordination (Second Council Directive) Regulations 1992(9);

“European investment firm” has the meaning given by regulation 3 of the Investment Services Regulations 1995(10);

“exempt transaction” shall be construed in accordance with regulation 2 below;

“home-regulated investment business”, in relation to a European institution, has the meaning given by regulation 2 of the Banking Coordination (Second Council Directive) Regulations 1992 and in relation to a European investment firm, has the meaning given by regulation 2 of the Investment Services Regulations 1995;

“industrial and provident society” means a society registered or deemed to be registered under the Industrial and Provident Societies Act 1965(11) or under the Industrial and Provident Societies Act (Northern Ireland) 1969(12) but does not include a credit union within the meaning of the Credit Unions Act 1979(13) or the Credit Unions (Northern Ireland) Order 1985(14);

“the listing rules” means any rules made pursuant to section 142(6) of the Financial Services Act 1986(15);

“longer term debt security” means a debt security which may not be redeemed in whole or in part until the third anniversary of the date of issue;

“net assets” has the meaning ascribed to it by section 264(2) of the Companies Act 1985(16);

“the Official List” means the Official List of the Stock Exchange;

“recognised European document” has the meaning given by paragraph 2 of Schedule 4 to the Public Offers of Securities Regulations 1995(17);

“redemption value”, in relation to any debt security, means the amount of principal which is payable upon redemption of that security;

“relevant debt security” means a debt security which is commercial paper, a shorter term debt security or a longer term debt security;

“relevant information” means—

(a)

for debt securities falling within regulation 13(4)(b) below which are not issued as part of a programme—

(i)

either of the following documents—

(aa)

the listing particulars and any supplement to it approved by a competent authority in accordance with Council Directive No. 80/390/EEC; or

(bb)

the public offer prospectus and any supplement to it approved by a competent authority in accordance with Council Directive No. 89/298/EEC and recognised as listing particulars in the EEA State where the application for admission to official listing of the debt securities was made; and

(ii)

any other document required to be published as a condition of or by virtue of the admission to official listing of such debt securities under the rules of the EEA Exchange or by the relevant regulatory body in the EEA State where the official listing is sought or obtained; and

(iii)

such of the following additional information as is not included in the listing particulars or the public offer prospectus for such debt securities—

(aa)

a summary of the tax treatment relevant to United Kingdom resident holders of the debt securities;

(bb)

the names and addresses of the paying agents for the debt securities in the United Kingdom (if any); and

(cc)

a statement of how notice of meetings and other notices from the issuer of the debt securities will be given to United Kingdom resident holders of the debt securities; or

(b)

for debt securities falling with regulation 13(4)(b) below which are issued as part of a programme—

(i)

either of the documents referred to in sub-paragraph (i) of paragraph (a) above in relation to the programme, to any previous issues made under it listed on the same EEA Exchange and to the current issue approved in any event not more than one year before the date when the acceptance of the deposit intended to be an exempt transaction under regulation 13(3) below is proposed;

(ii)

any other document required to be published as a condition of or by virtue of the admission to official listing of the programme, of any previous issues made under it listed on the same EEA Exchange or of the current issue under the rules of the EEA Exchange or by the relevant regulatory body in the EEA State where the listing is sought or obtained and published in any event not more than one year before the date when acceptance of the deposit intended to be an exempt transaction under regulation 13(3) below is proposed; and

(iii)

any information referred to in sub-paragraph (iii) of paragraph (a) above which is not included in the listing particulars, public offer prospectus or any pricing supplement for the current issue; or

(c)

for debt securities and shares falling within regulation 13(2)(b) or (4)(d) below and for debt securities and shares issued by a company described in regulation 13(2)(d)(ii) below—

(i)

either of the following documents—

(aa)

the listing particulars and any supplement to it approved by a competent authority in accordance with Council Directive No. 80/390/EEC; or

(bb)

the public offer prospectus and any supplement to it approved by a competent authority in accordance with Council Directive No. 89/298/EEC and recognised as listing particulars in the EEA State in which the application for admission to official listing of the debt securities or shares was made; and

(ii)

any other document required to be published as a condition of or by virtue of the admission to official listing of such debt securities or shares under the rules of the EEA Exchange or by the relevant regulatory body in the EEA State where the official listing is obtained and published in any event not more than two years before the date when the acceptance of the deposit intended to be an exempt transaction under regulation 13(1) or (3) below is proposed; and

(d)

for debt securities and shares falling within regulation 13(2)(b) or (4)(d) below, for debt securities and shares issued by a company described in regulation 13(2)(d)(ii) below and for debt securities falling within regulation 13(4)(b) below—

(i)

a description of any partial exemption or partial derogation granted pursuant to Council Directive No. 80/390/EEC or to Council Directive No. 89/298/EEC by the competent authority responsible for approving the listing particulars or, as the case may be, the public offer prospectus; and

(ii)

a certified translation of any document referred to in paragraph (a), (b) or (c) above or in sub-paragraph (i) of this paragraph which is not in English;

“relevant regulatory body” means the body in another EEA State which regulates an EEA Exchange in that State or which regulates offers or issues of shares or debt securities to be traded on such an exchange;

“selling document” means any prospectus or listing particulars or supplements thereto, any information memorandum, offering circular and pricing supplement and any other similar document produced in connection with the issue of relevant debt securities;

“shorter term debt security” means a debt security which may not be redeemed in whole or in part until the first anniversary of the date of issue and which must be redeemed before the third anniversary of the date of issue;

“the Stock Exchange” means the London Stock Exchange Limited;

“subsidiary” and “wholly-owned subsidiary” shall be construed in accordance with section 736 of the Companies Act 1985(18); and

“successor” in relation to a body, means any company in which property, rights and liabilities of the body shall have become vested by virtue of an Act.

(1)

The list and the rules may be obtained from the Listing Department, Capital Markets Division, the London Stock Exchange Limited, London EC2N 1HP.

(2)

S.I. 1985/854.

(3)

S.R. 1986 No. 287.

(4)

OJ No. L100, 17.4.80, p. 1.

(5)

OJ No. L124, 5.5.89, p. 8.

(6)

Section 5 was amended by the Banking Coordination (Second Council Directive) Regulations 1992 (S.I. 1992/3218) and by the Credit Institutions (Protection of Depositors) Regulations 1995 (S.I. 1995/1442).

(7)

Cm 2073.

(8)

Cm 2183.

(9)

S.I. 1992/3218; amended by S.I. 1993/3225.

(10)

S.I. 1995/3275.

(11)

1965 c. 12.

(12)

1969 c. 24.

(13)

1979 c. 34.

(14)

S.I. 1985/1205 (N.I. 12).

(15)

1986 c. 60.

(16)

1985 c. 6.

(17)

S.I. 1995/1537, to which there are amendments not relevant to these Regulations.

(18)

1985 c. 6; section 736 was substituted by section 144 of the Companies Act 1989 (c. 40).