a relevant application — an application to the FCA under regulated market admission rules for approval of a prospectus or supplementary prospectus Section 27(1)

advertisement — a communication which— and “advertise” has a corresponding meaning; relates to— a specific offer of relevant securities to the public, or an admission, or proposed admission, of transferable securities to trading on a regulated market or primary MTF, aims specifically to promote the potential subscription for, or acquisition of, relevant securities, and is not a prospectus or an MTF admission prospectus; “equity securities”, except in paragraph 10 of Schedule 1, means— transferable securities that are shares in companies, other transferable securities that are equivalent to shares in companies, and transferable securities that— give the right to acquire securities within paragraph (a) or (b) if converted or if the rights conferred by them are exercised, and are issued by the issuer of the underlying shares or by an entity belonging to the group of that issuer; “initial commencement day” has the meaning given in regulation 2(1); “issuer”, in relation to— means the person who is issuing, proposes to issue or has issued the securities in question; an offer of relevant securities to the public, or the admission, or proposed admission, of transferable securities to trading on a… Section 3

An applicable provision — — a provision of Part 6 of FSMA 2000; a provision of these Regulations; a provision of— regulated market admission rules, or designated activity rules made by virtue of regulation 15 or 17 Section 35(5)

An applicable provision — — a provision of Part 6 of FSMA 2000; a provision of these Regulations; a provision of regulated market admission rules Section 36(5)

an applicable provision — — a provision of Part 6 of FSMA 2000, a provision of these Regulations, or a provision of designated activity rules made by virtue of regulation 15 Section 37(5)

an applicable provision — — a provision of these Regulations, or a provision of regulated market admission rules or of designated activity rules made by virtue of regulation 15 or 17 Section 39(2)

an applicable provision — — a provision of these Regulations, or a provision of regulated market admission rules or of designated activity rules made by virtue of regulation 15 or 17; “relevant officer” of a person means— a director or other similar officer of the person, or if the affairs of the person are managed by its members, a member of the person Section 40(3)

an applicable provision — — a provision of these Regulations, or a provision of regulated market admission rules or of designated activity rules made by virtue of regulation 15 or 17 Section 44(6)

collective investment undertaking other than the closed-end type — unit trusts and investment companies with both of the following characteristics— they raise capital from a number of investors, with a view to investing it in accordance with a defined investment policy for the benefit of those investors, and their units are, at the holder’s request, repurchased or redeemed, directly or indirectly, out of their assets Section 6(2)

company — — a company as defined in section 1(1) of the Companies Act 2006, or an overseas company as defined in section 1044 of that Act Schedule 1, Part 1, paragraph 10(5)

debt securities — bonds or other forms of transferable securitised debts, except— transferable securities which are equivalent to shares, and transferable securities which, if converted or if the rights conferred by them are exercised, give rise to a right to acquire— shares, or transferable securities which are equivalent to shares Section 23(8)

defined benefit pension scheme — a pension scheme as defined in section 1(5) of the Pension Schemes Act 1993 which is not a money purchase scheme as defined in section 181 of that Act Schedule 1, Part 1, paragraph 10(5)

equity securities — — shares, or rights to subscribe for, or to convert securities into, shares Schedule 1, Part 1, paragraph 10(5)

excluded securities — — units issued by a collective investment undertaking other than the closed-end type; non-equity securities issued by— the government of any country or territory, a local or regional authority of any country or territory, a public international body of which the United Kingdom or any other State is a member, or the European Central Bank or the central bank of any State; shares in the capital of the central bank of any State; securities unconditionally and irrevocably guaranteed by the government or a local or regional authority of any country or territory; securities issued by a qualifying body; non-fungible shares of capital— the main purpose of which is to provide the holder with a right to occupy any immovable property, and which cannot be sold without that right being given up; money market instruments, as defined in Article 2(1)(25A) of the markets in financial instruments regulation, that have a maturity of less than 12 months Section 6(1)

FSMA 2000 — the Financial Services and Markets Act 2000 Section 3

MTF admission prospectus — a document whose publication is required by rules made by the operator of a primary MTF (whether or not as a result of regulation 15(2)(a)(i)) and which is described by those rules as an MTF admission prospectus Section 21(3)

non-equity securities — transferable securities that are not equity securities; “offeror”, in relation to an offer of relevant securities to the public, means the person making the offer; “primary MTF” has the meaning given in regulation 8; “prospectus” has the meaning given in regulation 21(1) Section 3

Officer — an officer of the FCA and includes a member of the FCA’s staff or an agent of the FCA Section 33(4)

person already connected with the offeror company — — a person who holds equity securities of the offeror company, whether or not of the same class as those being offered, a member of the family of such a person, a trustee (acting in the trustee’s capacity as such) of a trust of which the principal beneficiary is a person within paragraph (a) or (b) Schedule 1, Part 1, paragraph 9(6)

primary MTF — a multilateral trading facility which meets the conditions in paragraph (2) Section 8(1)

qualified investor — — a person described in paragraph 3 of Schedule 1 to the markets in financial instruments regulation, other than a person who has agreed in writing with a relevant firm to be treated as a non-professional client in accordance with paragraph 4 of that Schedule; a person who has made a request to one or more relevant firms to be treated as a professional client in accordance with paragraphs 5 and 6 of that Schedule and has not subsequently agreed in writing with that relevant firm (or each of those relevant firms) to be treated as a non-professional client in accordance with paragraph 4 of that Schedule; a person who— is an eligible counterparty for the purposes of Section 6 of Chapter 3 of the Conduct of Business sourcebook, and has not agreed in writing with a relevant firm to be treated as a non-professional client in accordance with paragraph 4 of Schedule 1 to the markets in financial instruments regulation; or a person whom— a relevant firm was authorised to continue to treat as a professional client immediately before 3 January 2018 by virtue of Article 71.6 (transitional provisions) of Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on… Section 16(3)

qualifying body — — a charity, as defined by section 1(1) of the Charities Act 2011, a body entered in the Scottish Charity Register, a charity, as defined by section 35 of the Charities Act (Northern Ireland) 1964, a housing association within the meaning of— section 5(1) of the Housing Act 1985, section 1 of the Housing Associations Act 1985, or article 3 of the Housing (Northern Ireland) Order 1992, or a registered society that is— registered under the Co-operative and Community Benefit Societies Act 2014 as a community benefit society, a pre-commencement society within the meaning of the Co-operative and Community Benefit Societies Act 2014 that meets the condition in section 2(2)(a)(ii) of that Act, registered under section 1(1)(b) of the Co-operative and Community Benefit Societies Act (Northern Ireland) 1969, or a pre-2016 Act society within the meaning of the Co-operative and Community Benefit Societies Act (Northern Ireland) 1969 that meets the condition in section 1(2)(a)(ii) of that Act Section 6(3)

Qualifying public offer — an offer of relevant securities to the public in the United Kingdom that meets the following conditions. Condition A is that, if paragraph 13 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024 (which exempts offers made by means of a regulated platform) were disregarded, the offer would be prohibited by regulation 12(1) of those Regulations. Condition B is that the relevant securities— fall within paragraph (1)(a) of regulation 5 of the Public Offers and Admissions to Trading Regulations 2024 (which defines “relevant securities” for the purposes of those Regulations) and are investments of a kind specified by Part 3 of this Order, or fall within paragraph (1)(b) of that regulation as a result of being investments of the kind specified by article 77. Condition C is that the relevant securities are not issued or to be issued by the person operating the electronic system. In paragraph (2), the reference to an offer of relevant securities to the public in the United Kingdom is to be read in accordance with regulation 7 of the Public Offers and Admissions to Trading Regulations 2024. In this article “relevant securities” has the same meaning as in the Public… Section 46(5)

regulated market admission rules — designated activity rules made by virtue of regulation 14 of the Public Offers and Admissions to Trading Regulations 2024 Schedule 3, Part 2, paragraph 28

relevant firm — an investment firm or qualifying credit institution acting in connection with the offer; the reference to the Conduct of Business sourcebook is a reference to that sourcebook in the Handbook of Rules and Guidance published by the FCA under FSMA 2000, as it has effect from time to time Schedule 1, Part 2, paragraph 15(2)

relevant securities — — transferable securities, other than excluded securities, and investments that— are of a kind specified for the purposes of section 22 of FSMA 2000 (regulated activities) as a result of article 77 of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (instruments creating or acknowledging indebtedness), but are not transferable securities or excluded securities Section 5(1)

specified — specified in the notice Section 26(3)

specified — specified in the notice Section 28(2)

Specified — — in paragraphs (1) and (2), specified in the notice, and in paragraph (3), specified in the authorisation Section 33(8)

statement — — any untrue or misleading statement in a prospectus, or the omission from a prospectus of any matter required to be included by regulation 23 Schedule 2, Part 2, paragraph 2(1)

statement — a statement included in a prospectus which— purports to be made by, or on the authority of, another person as an expert, and is stated to be included in the prospectus with that person’s consent Schedule 2, Part 2, paragraph 3(1)

summary — anything that is described by the appropriate rules as a summary Section 30(4)

supplementary prospectus — — a document whose publication is required by regulated market admission rules and which is described by those rules as a supplementary prospectus, or a document whose publication is required by rules made by the operator of a primary MTF (whether or not as a result of regulation 15(2)(a)(ii)) and which is described by those rules as a supplementary prospectus Section 21(4)

the appropriate rules — — in relation to a regulated market, regulated market admission rules, and in relation to a primary MTF, rules made by virtue of regulation 15; “forward-looking statement” includes— a statement containing a projection, estimate, forecast or target, a statement giving guidance, a statement of opinion as to future events or circumstances, or a statement of intention Schedule 2, Part 3, paragraph 10(2)

the appropriate rules — — in the case of a prospectus relating to admission to trading on a regulated market, regulated market admission rules, or in the case of an MTF admission prospectus, rules made by the operator of the primary MTF Section 30(8)

the appropriate rules — — in the case of an offer made in connection with an admission, or proposed admission, to trading on a regulated market, regulated market admission rules, in the case of an offer made in connection with an admission, or proposed admission, to trading on a primary MTF, rules made by virtue of regulation 15, in any other case, rules made by virtue of regulation 17 Section 32(5)

the prospectus regulation — Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC; “regulated market”, except in regulation 7(5)(a), has the same meaning as in Part 18 of FSMA 2000 (see section 313(1) of that Act); “regulated market admission rules” has the meaning given in regulation 14(2); “relevant securities” has the meaning given in regulation 5; “supplementary prospectus” has the meaning given in regulation 21(4); “transferable securities” has the meaning given in regulation 4 Section 3

the special resolution provisions — — Part 1 of the Banking Act 2009 (special resolution regime), or Schedule 11 to the Financial Services and Markets Act 2023 (central counterparties) Section 18(6)

trading facility — a multilateral trading facility or organised trading facility, each of those expressions having the same meaning as in Part 18 of FSMA 2000 (see section 313(1) of that Act) Section 37(5)

transferable securities — those classes of securities which are negotiable on the capital market, with the exception of instruments of payment, such as— shares in companies and other securities equivalent to shares in companies, partnerships or other entities, and depositary receipts in respect of shares; bonds or other forms of securitised debt, including depositary receipts in respect of such securities; any other securities giving the right to acquire or sell any such securities or giving rise to a cash settlement determined by reference to such securities, currencies, interest rates or yields, commodities or other indices or measures Section 4

units of a collective investment undertaking — securities issued by a collective investment undertaking as representing the rights of the participants in such an undertaking over its assets Section 6(2)

working day — any day other than a Saturday, a Sunday, Christmas Day, Good Friday or a day which is a bank holiday under the Banking and Financial Dealings Act 1971 in any part of the United Kingdom Section 3