Regulation 3 Interpretation

In these Regulations—

• “admitted share” means a share which is admitted to trading on a UK trading venue (and includes the share when traded outside such a trading venue);

• “financial instrument” means any instrument specified in Part 1 of Schedule 2 to the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001^f1, read with Part 2 of that Schedule;

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

• “issued share capital” in relation to a company means the total of ordinary and any preference shares issued by the company but does not include convertible debt securities;

• “main commencement day” means the day on which the revocation of the short selling regulation by section 1(1) of, and Schedule 1 to, the Financial Services and Markets Act 2023 comes into force;

• “net short position” has the meaning given in regulation 6(3)(a);

• “overseas jurisdiction” means a country or jurisdiction other than the United Kingdom;

• “share” means an investment of a kind specified in article 76 of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001^f2;

• “short sale” in relation to a financial instrument means any sale of the instrument which the seller does not own at the time of entering into the agreement to sell including such a sale where at the time of entering into the agreement to sell the seller has borrowed or agreed to borrow the instrument for delivery at settlement, but not including—

  1. (a)

     a sale by either party under a repurchase agreement where one party has agreed to sell the other a security at a specified price with a commitment from the other party to sell the security back at a later date at another specified price,

  2. (b)

     a transfer of securities under a securities lending agreement, or

  3. (c)

     entry into a futures contract or other derivative contract where it is agreed to sell securities at a specified price at a future date;

• “short selling regulation” means Regulation (EU) No236/2012 of the European Parliament and of the Council of 14 March 2012 on short selling and certain aspects of credit default swaps^f3;

• “UK trading venue” means—

  1. (a)

     a UK regulated market within the meaning of point (13A) of Article 2(1) of Regulation (EU) No600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Regulation (EU) No648/2012^f4;

  2. (b)

     a UK multilateral trading facility within the meaning of point (14A) of Article 2(1) of Regulation (EU) No600/2014.

For the purposes of these Regulations, where there is a combination of legal and beneficial interests in a financial instrument, the instrument is owned by the beneficial owner who assumes the economic risk of acquiring it, including where the instrument is held by a nominee.