Regulation 3 InterpretationI1

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 F1territory outside 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 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. a transfer of securities under a securities lending agreement, or

  3. 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;

• F2“territory” includes the European Union and any other international organisation or authority comprising countries or territories;

• “UK trading venue” means—

  1. 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. 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.