C1Part VI Official Listing
F10Interpretative provisions
Ss. 102A-103 substituted for s. 103 (1.7.2005) by The Prospectus Regulations 2005 (S.I. 2005/1433), reg. 2(1), Sch. 1 para. 11
102AMeaning of “securities” etc.
1
This section applies for the purposes of this Part.
2
“Securities” means (except in section 74(2) and the expression “transferable securities”) anything which has been, or may be, admitted to the official list.
3
“Transferable securities” means anything which is a transferable security for the purposes of F1Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments, other than money-market instruments for the purposes of that directive which have a maturity of less than 12 months.
F23A
“Debt securities” has the meaning given in Article 2.1(b) of the transparency obligations directive.
4
“Financial instrument” has F3(except in section 89F)the meaning given in Article 1.3 of Directive 2003/6/EC of the European Parliament and of the Council of 28 January 2003 on insider dealing and market manipulation F4(as modified by Article 69 of Directive 2004/39/EC on markets in financial instruments).
5
“Non-equity transferable securities” means all transferable securities that are not equity securities; and for this purpose “equity securities” has the meaning given in Article 2.1(b) of the prospectus directive.
6
“Issuer”—
a
in relation to an offer of transferable securities to the public or admission of transferable securities to trading on a regulated market for which an approved prospectus is required as a result of section 85, means a legal person who issues or proposes to issue the transferable securities in question,
F5aa
in relation to transparency rules, means a F15... person whose securities are admitted to trading on a regulated market or whose voting shares are admitted to trading on a UK market other than a regulated market, and in the case of depository receipts F16admitted to trading on a regulated market, the issuer is the issuer of the securities represented by the depository receipt, whether or not those securities are admitted to trading on a regulated market;
b
in relation to anything else which is or may be admitted to the official list, has such meaning as may be prescribed by the Treasury, and
c
in any other case, means a person who issues financial instruments.
102BMeaning of “offer of transferable securities to the public” etc.
1
For the purposes of this Part there is an offer of transferable securities to the public if there is a communication to any person which presents sufficient information on—
a
the transferable securities to be offered, and
b
the terms on which they are offered,
to enable an investor to decide to buy or subscribe for the securities in question.
2
For the purposes of this Part, to the extent that an offer of transferable securities is made to a person in the United Kingdom it is an offer of transferable securities to the public in the United Kingdom.
3
The communication may be made—
a
in any form;
b
by any means.
4
Subsection (1) includes the placing of securities through a financial intermediary.
5
Subsection (1) does not include a communication in connection with trading on—
a
a regulated market;
b
a multilateral trading facility; or
c
a market prescribed by an order under section 130A(3).
6
“Multilateral trading facility” means a multilateral system, operated by an investment firm F6. . . or a market operator, which brings together multiple third-party buying and selling interests in financial instruments in accordance with non-discretionary rules so as to result in a contract.
102CF17Meaning of “home State” in relation to transferable securities
In this Part, in relation to an issuer of transferable securities, the “home State”—
a
in relation to transparency rules and other provisions made in accordance with the transparency obligations directive and in section 96A, is the EEA State which is the “home Member State” for the purposes of the transparency obligations directive (which is to be determined in accordance with Article 2.1(i) of that directive);
b
except where paragraph (a) applies, is the EEA State which is the “home Member State” for the purposes of the prospectus directive (which is to be determined in accordance with Article 2.1(m) of that directive).
X1 103 Interpretation of this Part
C21
In this Part, save where the context otherwise requires—
“disclosure rules” has the meaning given in section 73A;
“inside information” has the meaning given in section 118C;
“listed securities” means anything which has been admitted to the official list;
“listing” has the meaning given in section 74(5);
“listing particulars” has the meaning given in section 79(2);
“listing rules” has the meaning given in section 73A;
“market operator” means a person who manages or operates the business of a regulated market;
“offer of transferable securities to the public” has the meaning given in section 102B;
“the official list” means the list maintained by the F14FCA as that list has effect for the time being;
“Part 6 rules” has the meaning given in section 73A;
“the prospectus directive” means Directive 2003/71/ EC of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading F11 as amended by Directive 2010/73/ EU of the European Parliament and of the Council of 24 November 2010 and by Directive 2010/78/ EU of the European Parliament and of the Council of 24 November 2010F18and by Directive 2013/50/EU of the European Parliament and of the Council of 22 October 2013F21and by Directive 2014/51/EU of the European Parliament and of the Council of 16 April 2014;
“prospectus rules” has the meaning given in section 73A;
“regulated market” has the meaning given in F7 Article 4.1(14) of Directive 2004/39/ EC of the European Parliament and of the Council on markets in financial instruments;
“supplementary prospectus” has the meaning given in section 87G;
F8 “the transparency obligations directive” means Directive 2004/109/ EC of the European Parliament and of the Council relating to the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market F12 as amended by Directive 2010/73/EU of the European Parliament and of the Council of 24 November 2010 and by Directive 2010/78/EU of the European Parliament and of the Council of 24 November 2010F19and by Directive 2013/50/EU of the European Parliament and of the Council of 22 October 2013;
F9 “transparency rules” has the meaning given by section 89A(5);
“voteholder information” has the meaning given by section 89B(3);
“working day” means any day other that a Saturday, a Sunday, Christmas Day, Good Friday or a day which is a bank holiday under the Banking and Financial Dealings Act 1971 (c. 80) in any part of the United Kingdom.
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Pt. 6 (ss. 72-103) applied (with modifications) (1.12.2001) by S.I. 1995/1537, Sch. 4 (as amended (1.12.2001) by S.I. 2001/3649, arts. 1, 511)