The Banking Act 1987 (Exempt Transactions) Regulations 1997

Relevant debt securities

13.—(1) The acceptance of a deposit by a person (not being a body to which regulation 10(1) above applies) on terms involving the issue of commercial paper is an exempt transaction if the requirements in paragraph (2) below and in paragraphs (1), (2) and (5) of regulation 14 below are met.

(2) The requirements to be met under this paragraph are—

(a)shares or debt securities issued by the person accepting the deposit, being a company with adequate net assets, have been admitted to the Official List; or

(b)shares or debt securities issued by the person accepting the deposit, being a company with adequate net assets, have been admitted to official listing on an EEA Exchange and relevant information in connection with such shares or debt securities has been lodged by the issuing company with the Stock Exchange; or

(c)debt securities issued by the person accepting the deposit, being the government of any country or territory, or a public authority, outside the United Kingdom, have been admitted to trading on the Stock Exchange, to the Official List, to trading or official listing on an EEA Exchange or to trading or listing on an Approved Organisation; or

(d)the commercial paper issued in relation to the acceptance of the deposit is the subject of a guarantee to the holder of the repayment of the principal and the payment of any interest or premium in connection therewith from—

(i)a company with adequate net assets the shares or debt securities of which have been admitted to the Official List; or

(ii)a company with adequate net assets the shares or debt securities of which have been admitted to official listing on an EEA Exchange and which has lodged the relevant information in connection with those shares or debt securities with the Stock Exchange; or

(iii)the government of any country or territory outside the United Kingdom the debt securities of which have been admitted to trading on the Stock Exchange, to the Official List, to trading or official listing on an EEA Exchange or to trading or listing on an Approved Organisation; or

(iv)an authorised institution; or

(v)a European authorised institution.

(3) The acceptance of a deposit by a person (not being a body to which regulation 10(1) above applies) on terms involving the issue of shorter term or longer term debt securities is an exempt transaction if the requirements in paragraph (4) below and the applicable requirements in regulation 14 below are met.

(4) The requirements to be met under this paragraph are—

(a)the debt securities issued in relation to the acceptance of the deposit have been the subject of an application for admission to the Official List in respect of which listing particulars or a prospectus have been published as required under section 144(2A) or (2) of the Financial Services Act 1986(1), or have been admitted to the Official List, and the person accepting the deposit is a person of any description; or

(b)the debt securities issued in relation to the acceptance of the deposit have been the subject of an application for official listing on an EEA Exchange in respect of which listing particulars or a public offer prospectus have been published in accordance with Council Directive No. 80/390/EEC or Council Directive No. 89/298/EEC, or have been admitted to official listing on such an exchange, and the person accepting the deposit is a person of any description who has lodged with the Stock Exchange the relevant information in connection with those debt securities; or

(c)debt securities issued otherwise than in relation to the acceptance of the deposit, or shares, have been issued by the person accepting the deposit, being a company with adequate net assets, and admitted to the Official List; or

(d)debt securities issued otherwise than in relation to the acceptance of the deposit, or shares, have been issued by the person accepting the deposit, being a company with adequate net assets, and admitted to official listing on an EEA Exchange, and that person has lodged with the Stock Exchange the relevant information in connection with those shares or debt securities; or

(e)the debt securities issued in relation to the acceptance of the deposit—

(i)have been the subject of an application for admission to trading on the Stock Exchange in respect of which an offering document equivalent to listing particulars or a prospectus has been published as required by the rules of the Stock Exchange governing admission to trading or have been the subject of an application for admission to the Official List in respect of which listing particulars, a prospectus or an equivalent offering document have been published as required under section 144(2A) or (2) of the Financial Services Act 1986; or

(ii)have been admitted to trading on the Stock Exchange or to the Official List; or

(iii)have been the subject of an application for admission to trading on an EEA Exchange in respect of which an offering document equivalent to listing particulars or a public offer prospectus has been published in accordance with the relevant rules or have been the subject of an application for official listing on an EEA Exchange in respect of which listing particulars or a public offer prospectus have been published in accordance with Council Directive No. 80/390/EEC or Council Directive No. 89/298/EEC or in respect of which an equivalent offering document has been published in accordance with the relevant rules; or

(iv)have been admitted to trading or official listing on an EEA Exchange or to trading or listing on an Approved Organisation; and

the person accepting the deposit is the government of any country or territory, or a public authority, outside the United Kingdom; or

(f)debt securities issued otherwise than in relation to the acceptance of the deposit have been admitted to trading on the Stock Exchange or to the Official List, to trading or official listing on an EEA Exchange or to trading or listing on an Approved Organisation and the person accepting the deposit is the government of any country or territory, or a public authority, outside the United Kingdom; or

(g)the debt securities issued in relation to the acceptance of the deposit are the subject of a guarantee to the holder of the repayment of the principal and the payment of any interest or premium in connection therewith from any of the persons described in sub-paragraph (d) of paragraph (2) above who meets the criteria set out there.

(5) The references in this regulation to debt securities which have been the subject of an application for admission to trading on the Stock Exchange, to the Official List or to trading or official listing on an EEA Exchange relate to debt securities in respect of which the application for admission to trading or official listing has not been rejected or withdrawn.

(6) The references in this regulation to shares or debt securities admitted to trading on the Stock Exchange or to the Official List, to trading or official listing on an EEA Exchange or to trading or listing on an Approved Organisation relate—

(a)as to admission to trading, to debt securities which remain admitted to trading and are not the subject of a notice issued by the Stock Exchange, or, as the case may be, of official action taken in accordance with the rules of the EEA Exchange or the Approved Organisation cancelling or suspending the admission to trading or suspending dealings; or

(b)as to admission to listing or official listing, to shares or debt securities which remain listed and are not the subject of a notice issued by the Stock Exchange, or, as the case may be, of official action taken in accordance with the rules of the EEA Exchange or the Approved Organisation cancelling or suspending the listing or suspending dealings.

(7) For the purposes of this regulation a company has adequate net assets if its net assets were shown in its last audited individual or group accounts (as the case may be) to be not less than £25 million (or an amount of equivalent value denominated wholly or partly otherwise than in sterling).

(8) Where different issues of shares or debt securities of a company have been admitted to listing on an EEA Exchange, the obligations in paragraphs (2)(b) and (d)(ii) and (4)(d) and (g) above to lodge relevant information shall only apply to the information in connection with the shares or debt securities most recently admitted to listing, and where both shares and debt securities have been admitted to listing, such obligations shall only apply to the information in connection with the type of instrument most recently admitted to listing.

(9) Where more than one of the sub-paragraphs in paragraph (2) or (4) above applies in relation to the acceptance of a deposit involving the issue of relevant debt securities, the person accepting the deposit may choose which such sub-paragraph the debt securities are to be treated as falling within for the purpose of complying with the obligations in this regulation and in regulation 14 below.

(10) Where a recognised European document has been submitted to the competent authority for the purposes of Part IV of the Financial Services Act 1986 pursuant to an application for listing under section 143 of that Act in relation to shares or debt securities falling within paragraph (2)(b) or (4)(b) or (d) above or in relation to shares or debt securities issued by a company described in paragraph (2)(d)(ii) above and such document has been published as required under section 144(2A) or (2) of that Act, the requirements in those paragraphs and in paragraph (4)(g) above concerning the lodging of relevant information shall be treated as having been complied with in connection with such shares or debt securities in so far as they relate to listing particulars, a public offer prospectus, any relevant supplement or any other document required to be published as a condition of admission to official listing.

(11) In paragraph (4)(e)(iii) above “the relevant rules” has the meaning given in regulation 14(9)(b) below.