Part VIU.K. Official Listing

Modifications etc. (not altering text)

[F1[F2Transferable securities: public offers and admission to trading]] [F1Contravention of prohibition relating to public offer of securities]U.K.

Textual Amendments

F1S. 84 cross-heading substituted (30.1.2024 for specified purposes) by The Public Offers and Admissions to Trading Regulations 2024 (S.I. 2024/105), reg. 2(2)(3), Sch. 3 para. 4 (with regs. 48-50)

F2Ss. 84-87R and cross-headings substituted for ss. 84-87 (1.7.2005) by The Prospectus Regulations 2005 (S.I. 2005/1433), reg. 2(1), Sch. 1 para. 5

[F385[F4Prohibition of dealing etc. in transferable securities without approved prospectus] [F4Contravention of prohibition relating to public offer of securities]U.K.

(1)[F5It is unlawful for transferable securities to which this subsection applies to be offered to the public in the United Kingdom unless an approved prospectus has been made available to the public before the offer is made.]

(2)[F5It is unlawful to request the admission of transferable securities to which this subsection applies to trading on a regulated market situated or operating in the United Kingdom unless an approved prospectus has been made available to the public before the request is made.]

(3)A person who contravenes [F6subsection (1) or (2)] [F6regulation 12 of the Public Offers and Admissions to Trading Regulations 2024 (prohibition of public offers of relevant securities)] is guilty of an offence and liable—

(a)on summary conviction, to imprisonment for a term not exceeding 3 months or a fine not exceeding the statutory maximum or both;

(b)on conviction on indictment, to imprisonment for a term not exceeding 2 years or a fine or both.

(4)A contravention of [F7subsection (1) or (2)] [F7regulation 12 of the Public Offers and Admissions to Trading Regulations 2024] is actionable, at the suit of a person who suffers loss as a result of the contravention, subject to the defences and other incidents applying to actions for breach of statutory duty.

(5)[F8Subsection (1) applies to all transferable securities other than—

[F9(a)those listed in Article 1(2) of the prospectus regulation;

(b)any offered in an offer falling within Article 1(3) of the prospectus regulation.]]

(6)[F8Subsection (2) applies to all transferable securities [F10other than those listed in Article 1(2) of the prospectus regulation.]]

[F11(6A)[F8Schedule 11A makes provision that applies for the purposes of Article 1(2)(e) of the prospectus regulation.]]

(7)[F8“Approved prospectus” means, in relation to transferable securities to which this section applies, a prospectus approved by the [F12FCA].]]

F13(8). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F3Ss. 84-87R and cross-headings substituted for ss. 84-87 (1.7.2005) by The Prospectus Regulations 2005 (S.I. 2005/1433), reg. 2(1), Sch. 1 para. 5

F5S. 85(1)(2) omitted (30.1.2024 for specified purposes) by virtue of The Public Offers and Admissions to Trading Regulations 2024 (S.I. 2024/105), reg. 2(2)(3), Sch. 3 para. 6(3) (with regs. 48-50)

F6Words in s. 85(3) substituted (30.1.2024 for specified purposes) by The Public Offers and Admissions to Trading Regulations 2024 (S.I. 2024/105), reg. 2(2)(3), Sch. 3 para. 6(4) (with regs. 48-50)

F7Words in s. 85(4) substituted (30.1.2024 for specified purposes) by The Public Offers and Admissions to Trading Regulations 2024 (S.I. 2024/105), reg. 2(2)(3), Sch. 3 para. 6(5) (with regs. 48-50)

F8S. 85(5)-(7) omitted (30.1.2024 for specified purposes) by virtue of The Public Offers and Admissions to Trading Regulations 2024 (S.I. 2024/105), reg. 2(2)(3), Sch. 3 para. 6(6) (with regs. 48-50)