The Banking Act 1987 (Exempt Transactions) Regulations 1997

Requirements applying to relevant debt securities

14.—(1) Where a relevant debt security issued in relation to the acceptance of a deposit is intended to be an exempt transaction under regulation 13(1) or (3) above and in the latter case the requirements in regulation 13(4)(c), (d), (f) or (g) above apply, the relevant debt security shall meet the following requirements—

(a)a single debt security shall be issued in consideration of the acceptance of the deposit, in the form of commercial paper or, as the case may be, a shorter term debt security or a longer term debt security; and

(b)the redemption value of the relevant debt security shall be not less than £100,000 (or an amount of equivalent value denominated wholly or partly otherwise than in sterling); and

(c)the whole or part of the relevant debt security may be transferred only if the redemption value of each such debt security or of the part of it being transferred is not less than £100,000 (or an amount of equivalent value denominated wholly or partly otherwise than in sterling).

(2) The person accepting a deposit on terms involving the issue of a relevant debt security intended to be an exempt transaction under regulation 13(1) or (3) above shall make arrangements with the Stock Exchange for it to make available to the public all the relevant information lodged with it under regulation 13(2) or (4) above by such person and such arrangements shall be in force when any such deposit is accepted.

(3) Where the acceptance of a deposit intended to be an exempt transaction under regulation 13(3) above will involve the issue as part of a programme of shorter term or longer term debt securities falling within regulation 13(4)(b) above, all the relevant information required to be lodged with the Stock Exchange as provided in regulation 13(4)(b) above by the person accepting the deposit other than the pricing supplement or any other relevant information of a supplementary nature which has not yet become available shall be lodged before any such debt securities are offered for sale and the pricing supplement shall be lodged before the deposit is accepted.

(4) If any relevant information of a supplementary nature as described in paragraph (3) above other than a pricing supplement becomes available after debt securities falling within regulation 13(4)(b) above have been offered for sale but before a deposit is accepted, the offer for sale shall not be proceeded with until that information has been lodged with the Stock Exchange.

(5) Any selling document prepared in connection with the issue of a relevant debt security in relation to the acceptance of a deposit intended to be an exempt transaction under regulation 13(1) or (3) above and any instrument in writing evidencing the issue of a relevant debt security including a temporary document of title shall meet the following requirements—

(a)it shall bear a rubric describing the relevant debt security as “commercial paper issued in accordance with regulations made under section 4 of the Banking Act 1987”; “a shorter term debt security issued in accordance with regulations made under section 4 of the Banking Act 1987”; or “a longer term debt security issued in accordance with regulations made under section 4 of the Banking Act 1987”, as the case may be; and

(b)it shall state the name of the issuer and that the issuer is not an authorised institution or a European authorised institution and shall either state that repayment of the principal and payment of any interest or premium in connection with the relevant debt security have not been guaranteed, or if they have been guaranteed, shall state that this is the case, the name of the guarantor and whether or not the guarantor is an authorised institution or a European authorised institution.

(6) Any selling document prepared in connection with the issue of shorter term or longer term debt securities not as part of a programme in relation to the acceptance of a deposit intended to be an exempt transaction under regulation 13(3) above where the debt securities will fall within regulation 13(4)(a) or (b) above shall include a statement made by the person accepting the deposit that he has complied with his obligations under the relevant rules in relation to the admission to listing of the debt securities or, where the debt securities have not yet been admitted to listing, will have complied with such obligations by the time when the debt securities are so admitted.

(7) Any selling document prepared in connection with the issue of shorter term or longer term debt securities as part of a programme in relation to the acceptance of a deposit intended to be an exempt transaction under regulation 13(3) above where the debt securities will fall within regulation 13(4)(a) or (b) above shall include a statement made by the person accepting the deposit that he—

(a)has complied with his obligations under the relevant rules in relation to the admission to and continuing listing of the programme and of any previous issues made under it and listed on the same exchange; and

(b)has complied with his obligations under the relevant rules in relation to the admission to listing of the debt securities falling within regulation 13(4)(a) or (b) above or, where the debt securities have not yet been admitted to listing, will have complied with such obligations by the time when the debt securities are so admitted; and

(c)has not, since the last publication, if any, in compliance with the relevant rules of information about the programme, any previous issues made under it and listed on the same exchange, or the debt securities falling within regulation 13(4)(a) or (b) above, having made all reasonable enquiries, become aware of any change in circumstances which could reasonably be regarded as significantly and adversely affecting his ability to meet his obligations as issuer in respect of the debt securities falling within regulation 13(4)(a) or (b) above as they fall due.

(8) Any selling document prepared in connection with the issue of shorter term or longer term debt securities in relation to the acceptance of a deposit intended to be an exempt transaction under regulation 13(3) above and falling within regulation 13(4)(b) above shall include a statement made by the person accepting the deposit that he has complied and will continue to comply with his obligations under these Regulations to lodge all relevant information in relation to the debt securities with the Stock Exchange.

(9) In paragraphs (6) and (7) above “the relevant rules” means—

(a)in the case of shorter term or longer term debt securities falling within regulation 13(4)(a) above, the listing rules, or

(b)in the case of shorter term or longer term debt securities falling within regulation 13(4)(b) above, the terms and conditions of entry to and the rules of the relevant EEA Exchange and the requirements of the relevant regulatory body in the EEA State where the listing is obtained.

(10) As provided in article 15 of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) (No. 2) Order 1995(1), the Stock Exchange is authorised by these Regulations to issue an investment advertisement when it makes available to the public as described in paragraph (2) above the relevant information lodged with it under regulation 13(2) or (4) above.