Regulation 13 Sterling commercial paper

Changes not yet applied. Later legislation changes this provision in ways not yet written into the text below:

reg. 13 substituted by Banking Act 1987 (Exempt Transactions) 1989 reg. 3(c)
reg. 13 substituted by Banking Act 1987 (Exempt Transactions) 1990 reg. 3(d)
reg. 13 modified by Banking Coordination (Second Council Directive) 1992 Sch. 10 para. 46(1)(a)
reg. 13(a) words substituted by Banking Act 1987 (Exempt Transactions) 1991 reg. 2(b)
reg. 13(d)(iv) words substituted by Public Offers of Securities 1995 Sch. 5 para. 2

The acceptance by a company of a deposit on terms involving the issue of any sterling commercial paper is an exempt transaction if—

(a)

either—

(i)

the company has issued shares which have been admitted to the Official List (and are not the subject of a Council notice cancelling or suspending the listing or suspending dealings), or

(ii)

the company is a wholly-owned subsidiary of a company which, at the time of acceptance of the deposit, satisfies the condition set out in sub-paragraph (a)(i) of this paragraph and the latter company has guaranteed to the holder of the sterling commercial paper the repayment of the principal and the payment of any interest or premium in connection therewith;

(b)

the net assets of the company accepting the deposit or, if sub-paragraph (a)(ii) of this paragraph applies, of the guarantor company were shown in its last audited individual or group accounts (as the case may be) to be not less than £50 million;

(c)

in consideration of the deposit a single debt security is issued, in the form of sterling commercial paper, which has a redemption value of not less than £500,000, the whole or part of which may be transferred only if the aggregate redemption value of sterling commercial paper being transferred is not less than £500,000;

(d)

except as provided in sub-paragraph (a)(ii) of this paragraph, repayment of the principal and payment of any interest or premium in connection with the sterling commercial paper (if guaranteed) is guaranteed only by an authorised institution; and

(e)

the sterling commercial paper—

(i)

bears the rubric

“sterling commercial paper issued in accordance with regulations made under section 4 of the Banking Act 1987”,

(ii)

either states that repayment of the principal and the payment of any interest or premium in connection with the sterling commercial paper have not been guaranteed by an authorised institution, or, if they have been so guaranteed, states that this is the case and the name of the guarantor, and

(iii)

unless it is offered by a prospectus to which section 56 or 72 of the Companies Act 1985 or the corresponding Northern Ireland legislation applies, includes a statement made by the company accepting the deposit, or, if sub-paragraph (a)(ii) of this regulation applies, the guarantor company, that the relevant company is in compliance with its obligations under the listing rules in respect of its listed shares and that, since the last publication in compliance with the listing rules of information about the relevant company, the relevant company, having made all reasonable enquiries, has not become aware of any change in the circumstances of the company which could reasonably be regarded as significantly and adversely affecting the company’s ability to meet its obligations in respect of the sterling commercial paper as they fall due.