The Prospectus (Amendment etc.) (EU Exit) Regulations 2019

Definitions

33.  In Article 2—

(a) before point (a), insert—

“(za) ‘FCA’ means the Financial Conduct Authority;

(zb) ‘FSMA’ means the Financial Services and Markets Act 2000(1);

(zc) ‘markets in financial instruments regulation’ means Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Regulation (EU) No 648/2012(2);

(zd) references to a ‘third country’ (including in expressions including the words ‘third country’) are to be read as references to a country other than the United Kingdom;

(ze) any reference in this Regulation to a sourcebook is to a sourcebook in the Handbook of Rules and Guidance published by the FCA containing rules made by the FCA under FSMA, as the sourcebook has effect on exit day;

(zf) a reference to the UK law which implemented a Directive, or a provision thereof, is to the law of the United Kingdom which was relied on by the United Kingdom immediately before exit day to implement that Directive and its implementing measures—

(i) as they have effect on exit day, in the case of rules made by the FCA under FSMA, and

(ii) as amended from time to time, in all other cases.”;

(b) for point (a) substitute—

“(a) ‘securities’ means transferable securities as defined in Article 2(1)(24) of the markets in financial instruments regulation, other than money market instruments as defined in Article 2(1)(25A) of that regulation that have a maturity of less than 12 months;”(3);

(c) for point (e) substitute—

“(e) ‘qualified investor’, in relation to an offer of transferable securities, means—

(i) a person described in paragraph 3 of Schedule 1 to the markets in financial instruments regulation, other than a person who, before the making of the offer, has 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 that Schedule;

(ii) a person who has made a request to one or more relevant firms to be treated as a professional client in accordance with paragraphs 5 and 6 of that Schedule and has not subsequently, but before the making of the offer, agreed in writing with that relevant firm (or each of those relevant firms) to be treated as a non-professional client in accordance with paragraph 4 of that Schedule;

(iii) a person who—

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

(bb) 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

(iv) a person whom—

(aa) any relevant firm was authorised to continue to treat as a professional client immediately before 3 January 2018 by virtue of Article 71.6 (transitional provisions) of Directive 2004/39/EC on markets in financial instruments; and

(bb) the firm was entitled immediately before exit day to continue to treat as a professional client by virtue of Section II.2 of Annex II to the markets in financial instruments directive,

and for the purposes of this definition, ‘relevant firm” means an investment firm (within the meaning of section 424A of FSMA) or qualifying credit institution (within the meaning in section 417 of FSMA) acting in connection with the offer;”(4);

(d) for point (g) substitute—

“(g) ‘credit institution’ has the meaning given in Article 2(1)(19) of the markets in financial instruments regulation;”(5);

(e) in point (j), for “point (21) of Article 4(1) of Directive 2014/65 EU” substitute “Article 2(1)(13) of the markets in financial instruments regulation”(6);

(f) for point (l) substitute—

“(l) ‘regulated information’ means all information which an issuer, or any other person who has applied for the admission of securities to trading on a regulated market without the issuer’s consent, is required to disclose under—

(i) qualifying transparency legislation;

(ii) Articles 17 to 19 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC(7);

(iii) listing rules,

and for the purposes of this definition, ‘listing rules’ and ‘qualifying transparency legislation’ have the same meaning as in Part 6 of FSMA;”(8);

(g) omit points (m) and (n);

(h) in point (o), for the words from “authority” to the end substitute “FCA”;

(i) in point (r), omit “home Member State’s”;

(j) for point (t), substitute—

“(t) ‘working day’ has the same meaning as in section 103 of FSMA;”;

(k) for paragraph (u), substitute—

“(u) ‘multilateral trading facility’ or ‘MTF’ means a UK multilateral trading facility as defined by Article 2(1)(14A) of the markets in financial instruments regulation;”(9);

(l) for point (v), substitute—

“(v) ‘organised trading facility’ or ‘OTF’ means a UK organised trading facility as defined by Article 2(1)(15A) of the markets in financial instruments regulation;”(10);

(m) for point (w) substitute—

“(w) ‘SME growth market’ means a multilateral trading facility that is registered as an SME growth market in accordance with Section 10 of Part 5 of the Market Conduct sourcebook;”.

(1)

2000 c. 8

(2)

Regulation (EU) No 600/2014 is amended by S.I. 2018/1403.

(3)

Articles 2(1)(24) and (25A) are substituted by S.I. 2018/1403.

(4)

Section 424A was inserted by S.I. 2006/2975 and is amended by S.I. 2007/126, 2017/701 and 2019/632. The definition of “qualifying credit institution” is inserted in section 417 of FSMA 2000 by S.I. 2019/632.

(5)

Article 2(1)(19) is inserted by S.I. 2018/1403.

(6)

Article 2(1)(13) is inserted by S.I. 2018/1403.

(7)

Articles 17 to 19 are amended by S.I. 2019/310.

(8)

See section 103 FSMA for interpretation of Part 6.

(9)

Article 2(1)(14A) is inserted by S.I. 2018/1403.

(10)

Article 2(1)(15A) is inserted by S.I. 2018/1403.