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The Public Offers of Securities Regulations 1995

S.I. 1995/1537 · Made 14 June 1995

Original text. legislation.gov.uk does not revise statutory instruments, so later amendments are not shown here. Changes made to it are listed under each provision when known.

FINANCIAL SERVICES

Approved by Parliament

Made 14th June 1995

Coming into force 19th June 1995

Whereas the Treasury are a government department designatedf1 for the purposes of section 2(2) of the European Communities Act 1972f2 in relation to listing of securities on a stock exchange and information concerning listed securities and also in relation to measures relating to prospectuses on offers of transferable securities to the public;

And whereas a draft of these Regulations has been approved by a resolution of each House of Parliament under section 2(2) of and paragraph 2(2) of Schedule 2 to that Act;

Now, therefore, the Treasury, in exercise of the powers conferred upon them by section 2(2) of that Act and of all other powers enabling them in that behalf, hereby make the following Regulations:—

Annotations to the whole text

Footnotes

f1

S.I. 1992/1315.

f2

1972 c. 68.

Contents

  1. Part I: GENERAL
  2. 1Citation, commencement and extent
  3. 2Interpretation
  4. Part II: PUBLIC OFFERS OF UNLISTED SECURITIES
  5. 3Investments to which this Part applies
  6. 4Registration and publication of prospectus
  7. 5Offers of securities
  8. 6Offers to the public in the United Kingdom
  9. 7Exemptions
  10. 8Form and content of prospectus
  11. 9General duty of disclosure in prospectus
  12. 10Supplementary prospectus
  13. 11Exceptions
  14. 12Advertisements etc. in connection with offer of securities
  15. 13Persons responsible for prospectus
  16. 14Compensation for false or misleading prospectus
  17. 15Exemption from liability to pay compensation
  18. 16Contraventions
  19. Part III: Amendments to Part IV of the Act etc.
  20. 17Amendments to the Act and other minor and consequential amendments
  21. 18Penalties
  22. Part IV: Miscellaneous
  23. 19Designations
  24. 20Mutual recognition
  25. 21Revocation
  26. 22Registration of documents by the registrar of companies
  27. 23Application of Part X of the Act
  28. 24Amendments to regulations made under the Banking Act 1987
  29. Signature
  30. Schedule 1: Form and Content of Prospectus
  31. Part 1: Interpretation
  32. 1Paragraph 1
  33. Part II: GENERAL REQUIREMENTS
  34. 2Paragraph 2
  35. 3Paragraph 3
  36. 4Paragraph 4
  37. 5Paragraph 5
  38. 6Paragraph 6
  39. 7Paragraph 7
  40. 8Paragraph 8
  41. Part III: THE PERSONS RESPONSIBLE FOR THE PROSPECTUS AND ADVISERS
  42. 9Paragraph 9
  43. 10Paragraph 10
  44. Part IV: THE SECURITIES TO WHICH THE PROSPECTUS RELATES AND THE OFFER
  45. 11Paragraph 11
  46. 12Paragraph 12
  47. 13Paragraph 13
  48. 14Paragraph 14
  49. 15Paragraph 15
  50. 16Paragraph 16
  51. 17Paragraph 17
  52. 18Paragraph 18
  53. 19Paragraph 19
  54. 20Paragraph 20
  55. 21Paragraph 21
  56. 22Paragraph 22
  57. 23Paragraph 23
  58. 24Paragraph 24
  59. 25Paragraph 25
  60. 26Paragraph 26
  61. 27Paragraph 27
  62. 28Paragraph 28
  63. Part V: GENERAL INFORMATION ABOUT THE ISSUER AND ITS CAPITAL
  64. 29Paragraph 29
  65. 30Paragraph 30
  66. 31Paragraph 31
  67. 32Paragraph 32
  68. 33Paragraph 33
  69. 34Paragraph 34
  70. 35Paragraph 35
  71. 36Paragraph 36
  72. 37Paragraph 37
  73. 38Paragraph 38
  74. 39Paragraph 39
  75. 40Paragraph 40
  76. Part VI: The Issuer’s Principal Activities
  77. 41Paragraph 41
  78. 42Paragraph 42
  79. 43Paragraph 43
  80. 44Paragraph 44
  81. Part VII: The Issuer’s Assets and Liabilities; Financial Position and Profits and Losses
  82. 45Paragraph 45
  83. Part VIII: The issuer’s adminstration, management and superivison
  84. 46Paragraph 46
  85. 47Paragraph 47
  86. Part IX: Recent developments in the issuer’s business and prospects
  87. 48Paragraph 48
  88. 49Paragraph 49
  89. Part X: Convertible securities and guaranteed debentures
  90. 50Paragraph 50
  91. 51Paragraph 51
  92. Schedule 2: Amendments to the Financial Services Act 1986 and minor and consequential amendments and repeals
  93. Part I: Amendments to part IV of the Financial Services Act 1986
  94. 1Paragraph 1
  95. 2Paragraph 2
  96. 3Paragraph 3
  97. Part II: CONSEQUENTIAL AMENDMENTS AND REPEALS
  98. 4Paragraph 4
  99. 5Paragraph 5
  100. 6Paragraph 6
  101. 7Paragraph 7
  102. 8Paragraph 8
  103. 9Paragraph 9
  104. 10Paragraph 10
  105. 11Paragraph 11
  106. 12Paragraph 12
  107. Schedule 3OFFERS OF SECURITIES TO THE PUBLIC IN THE UNITED KINGDOM
  108. Schedule 4: MUTUAL RECOGNITION OF PROSPECTUSES AND LISTING PARTICULARS
  109. Part 1: RECOGNITION FOR THE PURPOSES OF PART IV OF THE FINANCIAL SERVICES ACT 1986 OF PROSPECTUSES AND LISTING PARTICULARS APPROVED IN OTHER MEMBER STATES
  110. 1Paragraph 1
  111. 2Paragraph 2
  112. 3Paragraph 3
  113. 4Paragraph 4
  114. 5Paragraph 5
  115. 6Paragraph 6
  116. Part II: RECOGNITION FOR THE PURPOSES OF PART II OF THESE REGULATIONS OF PROSPECTUSES APPROVED IN OTHER MEMBER STATES
  117. 7Paragraph 7
  118. 8Paragraph 8
  119. 9Paragraph 9
  120. Part III: Recognition for the purposes of the companies act 1985 of prospectuses approved in other member states
  121. 10Paragraph 10
  122. 11Paragraph 11
  123. 12Paragraph 12
  124. Schedule 5: AMENDMENTS TO REGULATIONS MADE UNDER THE BANKING ACT 1987
  125. 1Paragraph 1
  126. 2Paragraph 2
  127. Explanatory note