The Public Offers of Securities Regulations 1995

UK Statutory Instrument 1995 No. 1537 — creates 2 criminal offences.

2offences created

0recorded in force

2revoked

Made: 14 June 1995
In force from: 19 June 1995
Extent: Not stated
Subject: Corporate, financial services, company law, employment, charity, electoral and tax
Made under: European Communities Act 1972

Explanatory note

(This note is not part of the Regulations) — published with the instrument by the department that made it. © Crown copyright, reused under the Open Government Licence v3.0.

These Regulations (which will replace Part III of the Companies Act 1985 (c. 6) (capital issues) for almost all purposes) provide for a person offering transferable securities to the public in certain circumstances to prepare and publish a prospectus according to requirements set out in the Regulations. The Regulations also amend Part IV of the Financial Services Act 1986 (c. 60) so that a prospectus may, in certain circumstances, be prepared, scrutinised and approved, in accordance with listing rules. Part V of the Financial Services Act 1986 (offers of unlisted securities), which has not been brought into force, is repealed. The Regulations, which come into force on 19th June 1995, give effect to Council Directive No. 89/298/EEC on the co-ordination of the requirements for the drawing-up, scrutiny and distribution of a prospectus when transferable securities are to be offered to the public (OJ no. L124, 5.5.89, p. 8). They also give effect, in relation to the mutual recognition of prospectuses and listing particulars, to certain provisions of Council Directive No. 80/390/EEC (OJ No. L100, 17.4.80, p. 1) which is amended by Council Directives 87/345/EEC (OJ No. L185, 4.7.87, p. 81), 90/211/EEC (OJ No. L112, 3.5.90, p. 24) and 94/18/EC (OJ No. L135, 31.5.94, p. 1). Part I of the Regulations makes provision for the citation and commencement of the Regulations and contains interpretation provisions. Part II of the Regulations makes provision for a prospectus to be prepared and published, without prior scrutiny and approval, where transferable securities which are not admitted to official listing, nor the subject of an application for official listing, are offered to the public for the first time. A prospectus must contain the information necessary for investors to make an informed assessment of the issuer’s position and prospectus, and the rights attached to the securities, and must contain certain specified information (regulations 8 and 9; Schedule 1). A prospectus must be registered with the registrar of companies, and published, before an offer to the public is made. By regulation 7, certain sorts of offers of securities are deemed not to be offers to the public. Regulation 11 provides for information to be omitted from a prospectus in certain circumstances. Regulations 13 to 15 impose civil liability on persons responsible for a false or misleading prospectus. By regulation 16, contraventions of the requirement to publish a prospectus (and the requirement in regulation 12 to refer in advertisements to the availability of a prospectus) are subject to criminal or regulatory sanctions. Part III of the Regulations gives effect to Schedule 2, which makes amendments to the Financial Services Act 1986 and other minor and consequential amendments. It also provides that where the Regulations create new criminal offences the maximum penalties shall not exceed those permitted under the European Communities Act 1972 (c. 68). Part IV of the Regulations gives effect to Schedule 4 (mutual recognition of prospectuses and listing particulars) and deals with other miscellaneous matters. Schedule 1 to the Regulations specifies the information with a prospectus prepared under Part II must contain. Schedule 2 to the Regulations makes amendments to Part IV of the Financial Services Act 1986. The amended provisions of the Act allow listing rules to be made so that a prospectus, rather than listing particulars, must be produced where an application for admission to the Official List has been made, and the securities in question are to be offered to the public before admission (section 144). They also allow listing rules to be made so that a prospectus may be produced where there is no application for listing (section 156A). Schedule 2 also gives effect to Schedule 3. Schedule 3 to the Regulations inserts Schedule 11A into the Act. Schedule 11A defines what is an offer to the public for the purposes of the amended provisions in Part IV of the Act. Certain sorts of offers (with some differences, those listed in regulation 7) are not offers to the public. Schedule 4 to the Regulations deals with the mutual recognition of prospectuses and listing particulars approved in other member States for the purposes of Part IV of the Financial Services Act 1986, the Regulations themselves, and the Companies Act 1985. Schedule 5 to the Regulations deals with the amendment of regulations made under the Banking Act 1987.

Offences created by this instrument

Publication of prospectus paragraph 156B(3) of SCHEDULE 2 · Revoked · Strict liability
Contraventions regulation 16(2) · Revoked · Strict liability

What Parliament said about it

Contributions, debates and written statements mentioning this instrument by name. Parliamentary material is reused under the Open Parliament Licence v3.0.

Public Offers Of Securities Regulations 1995 Lords · Lords Chamber · 13 June 1995 · Lord Eatwell
My Lords, I am most grateful to the noble Lord, Lord Henley, for introducing these regulations with such clarity. I wish to address myself to the two particular documents in order, and deal first with the Public Offers of Securities Regulations 1995, which in particular establishes the responsibilities of those who would offer unlisted securities to the public. As such, as the noble Lord pointed out, these regulations are designed to ensure that, among other things, a potential purchaser of unlisted securities, other than a number of specific exceptions, receives all the relevant commercial…
Public Offers Of Securities Regulations 1995 Lords · Lords Chamber · 13 June 1995
Financial Services Commons · Commons Chamber · 14 June 1995
That the draft Financial Services Act 1986 (Investment Advertisements) (Exemptions) (No. 2) Order 1995, which was laid before this House on 10th May, be approved. That the draft Public Offers of Securities Regulations 1995, which were laid before this House on 10th May, be approved.
Financial Services And Markets Act 2000 (Regulated Activities) Order 2001 Lords · Lords Chamber · 16 March 2001 · Lord Kingsland
My Lords, I had hoped that it was not an unreasonable assumption as only 24 hours have passed. The Minister was kind enough to see me, together with Mr Charles Abrams, the distinguished financial securities lawyer, to discuss these orders some weeks ago. Although we were not as successful as we had hoped, I should like to thank the Minister and his officials for all the time that they took over our concerns. I should also like to pause here, if I may, to pay a tribute to Mr Charles Abrams, who does not, at the moment, enjoy the best of health. His remarkable grasp of the Act has played a…

How Parliament handled it

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