Article 504 ExemptionsI1

Regulation 7 of the Public Offers of Securities Regulations 1995 (exemptions) is amended as follows.

For sub-paragraph (f)(iii) of paragraph (2) substitute—

“(iii)

persons holding instruments creating or acknowledging indebtedness issued by the company;”.

In sub-paragraph (g) of that paragraph the words “as defined in paragraph 3 of Schedule 1 to the Act” are revoked.

In sub-paragraph (n) of that paragraph for “the securities are shares, or investments falling within paragraph 4 or 5 of Schedule 1 to the Act relating to shares,” substitute

“the securities are—

(i)

shares,

(ii)

instruments giving entitlements to subscribe for shares, or

(iii)

certificates representing shares,”.

In sub-paragraph (o)(i)^f1 of regulation 7(2), for “a body corporate connected with the issuer” substitute “a member of the same group as the issuer”.

In sub-paragraphs (p) and (t) of regulation 7(2) for “Part IV” substitute “Part VI”.

In sub-paragraph (s)^f2 of regulation 7(2)—

In paragraph (5) of regulation 7, for “means investments falling within paragraph 1 of Schedule 1 to the Act” substitute—

“must be read with—

(a)

section 22 to the Financial Services and Markets Act 2000,

(b)

any relevant order under that section; and

(c)

Schedule 2 to that Act.”.

After paragraph (8) of regulation 7 insert—

“(8A)

for the purposes of paragraph (2)(g), a government, local authority or public authority means—

(a)

the government of the United Kingdom;

(b)

the Scottish Administration;

(c)

the Executive Committee of the Northern Ireland Assembly;

(d)

the National Assembly for Wales;

(e)

the government of any country or territory outside the United Kingdom;

(f)

a local authority in the United Kingdom or elsewhere; or

(g)

a body the members of which comprise—

(i)

states including the United Kingdom or another EEA State, or

(ii)

bodies whose members comprise states including the United Kingdom or another EEA State.”.

In paragraph 12 of that regulation for “within the meaning of Schedule 1 to the Act” substitute “within the meaning of section 421 of the Act”.

For paragraph (13) of that regulation substitute—

“(13)

In paragraph (2)(o)—

• “group” has the same meaning as in section 421 of the Act, and

• “a relevant trustee” has the same meaning as in article 71(6)(b) of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001^f4 (Activities carried on in connection with employee share schemes).”.