The Risk Transformation Regulations 2017

CHAPTER 13 U.K. Public offers of securities

Meaning of “securities” U.K.

156.  In this Chapter, “ securities” means shares or debentures.

Prohibition on offering securities to the public U.K.

157.—(1) A protected cell company must not—

(a) offer to the public any securities issued on behalf of any part of the protected cell company; or

(b) allot or agree to allot any securities issued on behalf of any part of the protected cell company with a view to their being offered to the public.

(2) Unless the contrary is proved, an allotment or agreement to allot securities is presumed to be made with a view to their being offered to the public if an offer of the securities (or any of them) to the public is made—

(a) within a period of six months beginning with the date of the allotment or agreement to allot; or

(b) before the receipt by the protected cell company of the whole of the consideration to be received by it in respect of the securities.

Meaning of “offer to the public” U.K.

158.—(1) This regulation explains what is meant in regulation 157 by an offer of securities to the public.

(2) An offer to the public includes an offer to any section of the public, however selected.

[F1 (3) An offer is not to be regarded as an offer to the public if—

(a) it is an offer made solely to qualified investors; and

(b) it can properly be regarded, in all the circumstances, as not being calculated to result, directly or indirectly, in securities issued by the protected cell company becoming available to persons who are not qualified investors.

(3A) In this regulation, “qualified investor” has the meaning given in regulation 10.]

F2 (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F3 (5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F1 Reg. 158(3)(3A) substituted for reg. 158(3) (24.3.2020) by The Civil Liability (Information Requirements) and Risk Transformation (Amendment) Regulations 2020 (S.I. 2020/344), regs. 1(2), 8(2)(a)

F2 Reg. 158(4) omitted (24.3.2020) by virtue of The Civil Liability (Information Requirements) and Risk Transformation (Amendment) Regulations 2020 (S.I. 2020/344), regs. 1(2), 8(2)(b)

F3 Reg. 158(5) omitted (24.3.2020) by virtue of The Civil Liability (Information Requirements) and Risk Transformation (Amendment) Regulations 2020 (S.I. 2020/344), regs. 1(2), 8(2)(b)

Restraining order U.K.

159.—(1) The High Court or, in Scotland, the Court of Session may make an order under this regulation if it appears to the court on an application under this regulation that a protected cell company is proposing to act in contravention of regulation 157.

(2) An order under this regulation is an order restraining the protected cell company from contravening that regulation.

(3) An application for an order under this regulation may be made by—

(a) the FCA;

(b) a person holding securities issued by the protected cell company; or

(c) a creditor of the protected cell company.

Remedial orders U.K.

160.—(1) A “remedial order” is an order for the purpose of putting a person affected by anything done in contravention of regulation 157 in the position the person would have been in if it had not been done.

(2) The High Court or, in Scotland, the Court of Session may make a remedial order under this regulation if it appears to the court on an application under this regulation that a protected cell company has acted in contravention of regulation 157.

(3) The following provisions are without prejudice to the generality of the power to make a remedial order.

(4) Where a protected cell company has—

(a) allotted securities pursuant to an offer to the public; or

(b) allotted or agreed to allot securities with a view to their being offered to the public,

a remedial order may require any person knowingly concerned in the contravention of regulation 157 to offer to purchase any of those securities at such price and on such other terms as the court thinks fit.

(5) A remedial order may be made—

(a) against any person knowingly concerned in the contravention, whether or not the person is an officer of the protected cell company;

(b) notwithstanding anything in the protected cell company's instrument of incorporation (which includes, for this purpose, the terms on which any securities are allotted or held);

(c) whether or not the holder of the securities subject to the order is the person to whom the protected cell company allotted or agreed to allot them.

(6) Where a remedial order is made in respect of a part of a protected cell company, the court may provide for the reduction of that part's capital accordingly.

Validity of allotment etc not affected U.K.

161.  Nothing in this Chapter affects the validity of any allotment or sale of securities or of any agreement to allot or sell securities.