Regulation 42 Definitions

Article 2 (definitions) is amended as follows.

In the opening words, omit “in addition to those laid down in Directive 2003/71/EC”.

Before point (1) insert—

“A1.

“the FCA” means the Financial Conduct Authority;

A2.

“FSMA 2000” means the Financial Services and Markets Act 2000;

A3.

“the Prospectus Rules sourcebook” means the Prospectus Rules sourcebook made under FSMA 2000 by the FCA, as it has effect on exit day;

A4.

“securities” means transferable securities as defined by Article 2(1)(24) of Regulation (EU) No. 600/2014 with the exception of money market instruments as defined by Article 2(1)(25A) of that Regulation having a maturity of less than 12 months;

A5.

“equity securities” means shares and other transferable securities equivalent to shares in companies, as well as any other type of transferable securities giving the right to acquire any such shares or other transferable securities as a consequence of their being converted or the rights conferred by them being exercised, provided that securities of the latter type are issued by the issuer of the underlying shares or by an entity belonging to the group of that issuer;

A6.

“non-equity securities” means all securities that are not equity securities;

A7.

“offer of securities to the public” means a communication to persons in any form and by any means, presenting sufficient information on the terms of the offer and the securities to be offered, so as to enable an investor to decide to purchase or subscribe to these securities. This definition is also applicable to the placing of securities through financial intermediaries;

A8.

“small and medium-sized enterprises” means companies which, according to their last annual or consolidated accounts, meet at least two of the following three criteria: an average number of employees during the financial year of less than 250, a total balance sheet not exceeding 43,000,000 euros and an annual net turnover not exceeding 50,000,000 euros;

A9.

“credit institution” means an undertaking the business of which is to take deposits or other repayable funds from the public and to grant credits for its own account;

A10.

“issuer” means a legal entity which issues or proposes to issue securities;

A12.

“person making an offer” (or “offeror”) means a legal entity or individual which offers securities to the public;

A13.

“regulated market” has the meaning given in section 103(1) of FSMA 2000;

A14.

“base prospectus” means a prospectus that, alone or with a supplementary prospectus, contains all the necessary information concerning the issuer and the securities to be offered to the public or admitted to trading and, at the choice of the issuer, the final terms of the offering; and for the purposes of this definition “the necessary information” has the same meaning as in section 87A of FSMA 2000;

A15.

“key information” has the same meaning as in section 87A of FSMA 2000;

A16.

“company with reduced market capitalisation” means a company listed on a regulated market that had an average market capitalisation of less than 10,000,000 euros on the basis of end-year quotes for the previous three calendar years;

A17.

“UK accounting standards” means accounting standards as defined by section 464 of the Companies Act 2006;

A18.

“UK-adopted international accounting standards” has the meaning given by section 474(1) of the Companies Act 2006^f1.”.

In point (8), for “Member” substitute “sovereign”.

In point (12), for the words from “Directive 2001/34/EC” to the end substitute “listing rules, as defined by section 73A(2) of FSMA 2000, or under Article 7 of the market abuse regulation, as defined by section 417(1) of FSMA 2000, and includes information that immediately before exit day was “regulated information” for the purposes of this Regulation”.

In point (13)(e), for “Article 29(3) of Council Directive 77/91/EEC” substitute “section 562 of the Companies Act 2006^f2”.