Companies Act 1989

198 Offers of unlisted securities

(1) In Part V of the Financial Services Act 1986 (offers of unlisted securities), after section 160 insert—

“160A Exemptions

(1) The Secretary of State may by order exempt from sections 159 and 160 when issued in such circumstances as may be specified in the order—

(a) advertisements appearing to him to have a private character, whether by reason of a connection between the person issuing them and those to whom they are addressed or otherwise;

(b) advertisements appearing to him to deal with investments only incidentally;

(c) advertisements issued to persons appearing to him to be sufficiently expert to understand any risks involved;

(d) such other classes of advertisements as he thinks fit.

(2) The Secretary of State may by order exempt from sections 159 and 160 an advertisement issued in whatever circumstances which relates to securities appearing to him to be of a kind that can be expected normally to be bought or dealt in only by persons sufficiently expert to understand any risks involved.

(3) An order under subsection (1) or (2) may require a person who by virtue of the order is authorised to issue an advertisement to comply with such requirements as are specified in the order.

(4) An order made by virtue of subsection (1)(a), (b) or (c) or subsection (2) shall be subject to annulment in pursuance of a resolution of either House of Parliament; and no order shall be made by virtue of subsection (1)(d) unless a draft of it has been laid before and approved by a resolution of each House of Parliament.”.

(2) The following amendments of the [1986 c. 60.] Financial Services Act 1986 are consequential on that above.

(3) In section 159, in subsection (1) omit the words from the beginning to “section 161 below,” and after subsection (2) insert—

“(3) Subsection (1) above has effect subject to section 160A (exemptions) and section 161 (exceptions).”.

(4) In section 160, in subsection (1) omit the words from the beginning to “section 161 below,” and for subsections (6) to (9) substitute—

“(6) Subsection (1) above has effect subject to section 160A (exemptions) and section 161 (exceptions).”.

(5) In section 171, in subsection (1)(b) and subsection (3) for “section 160(6) or (7)” substitute “section 160A”.