The Prospectus Regulations 2005

Regulation 2(2)

SCHEDULE 2

Section 85(5)(a)

“SCHEDULE 11A TRANSFERABLE SECURITIES

PART 1

1.   Units (within the meaning in section 237(2)) in an open-ended collective investment scheme.

2.   Non-equity transferable securities issued by

(a) the government of an EEA State;

(b) a local or regional authority of an EEA State;

(c) a public international body of which an EEA State is a member;

(d) the European Central Bank;

(e) the central bank of an EEA State.

3.   Shares in the share capital of the central bank of an EEA State.

4.   Transferable securities unconditionally and irrevocably guaranteed by the government, or a local or regional authority, of an EEA State.

5.— (1) Non-equity transferable securities, issued in a continuous or repeated manner by a credit institution, which satisfy the conditions in sub-paragraph (2).

(2) The conditions are that the transferable securities—

(a) are not subordinated, convertible or exchangeable;

(b) do not give a right to subscribe to or acquire other types of securities and are not linked to a derivative instrument;

(c) materialise reception of repayable deposits; and

(d) are covered by a deposit guarantee under directive 94/19/EC of the European Parliament and of the Council on deposit-guarantee schemes.

6.   Non-fungible shares of capital—

(a) the main purpose of which is to provide the holder with a right to occupy any immoveable property, and

(b) which cannot be sold without that right being given up.

PART 2

7.— (1) Transferable securities issued by a body specified in sub-paragraph (2) if, and only if, the proceeds of the offer of the transferable securities to the public will be used solely for the purposes of the issuer’s objectives.

(2) The bodies are

(a) a charity within the meaning of—

(i) section 96(1) of the Charities Act 1993 (c. 10), or

(ii) section 35 of the Charities Act (Northern Ireland) 1964 (c. 33 (N.I.));

(b) a recognised body within the meaning of section 1(7) of the Law Reform (Miscellaneous Provisions) (Scotland) Act 1990 (c. 40);

(c) a housing association within the meaning of—

(i) section 5(1) of the Housing Act 1985 (c. 68),

(ii) section 1 of the Housing Associations Act 1985 (c. 69), or

(iii) Article 3 of the Housing (Northern Ireland) Order 1992 (S.I. 1992/1725 (N.I. 15));

(d) an industrial and provident society registered in accordance with—

(i) section 1(2)(b) of the Industrial and Provident Societies Act 1965 (c. 12), or

(ii) section 1(2)(b) of the Industrial and Provident Societies Act (Northern Ireland) 1969 (c. 24 (N.I.));

(e) a non-profit making association or body recognised by an EEA State with objectives similar to those of a body falling within any of sub-paragraphs (a) to (d).

8.— (1) Non-equity transferable securities, issued in a continuous or repeated manner by a credit institution, which satisfy the conditions in sub-paragraph (2).

(2) The conditions are—

(a) that the total consideration of the offer is less than 50,000,000 euros (or an equivalent amount); and

(b) those mentioned in paragraph 5(2)(a) and (b).

(3) In determining whether sub-paragraph (2)(a) 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 sub-paragraph (2)(a).

(4) For the purposes of this paragraph, 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.

(5) 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.

(6) “Credit institution” means a credit institution as defined in Article 1.1(a) of the banking consolidation directive.

9.— (1) Transferable securities included in an offer where the total consideration of the offer is less than 2,500,000 euros (or an equivalent amount).

(2) Sub-paragraphs (3) to (5) of paragraph 8 apply for the purposes of this paragraph but with the references in sub-paragraph (3) to “sub-paragraph (2)(a)” being read as references to “paragraph 9(1)”.”