offer of transferable securities to the public
(a) a communication to any person in any form and by any means, which presents sufficient information on:
(i) the transferable securities to be offered; and
(ii) the terms on which they are to be offered,
to enable an investor to decide to buy or subscribe for the transferable securities in question.
(b) for the purposes of the definition in (a), to the extent that an offer of transferable securities is made to a person in the UK it is an offer of transferable securities to the public in the UK.
(c) the definition in (a) also applies to the placing of transferable securities through financial intermediaries.
(d) the definition in (a) does not include a communication in connection with trading on a regulated market as defined in article 2(1)(13) of MiFIR.
(e) the definition in (a) does not include a communication about transferable securities allotted under or as a result of:
(i) a voluntary arrangement under Part 1 of the Insolvency Act 1986 or Part 2 of the Insolvency (Northern Ireland) Order 1989; or
(ii) a compromise or arrangement under Part 26 or 26A of the Companies Act 2006.
(2) (in MAR 5-A)
(a) a communication to any person in any form and by any means, which presents sufficient information on:
(i) the transferable securities to be offered; and
(ii) the terms on which they are to be offered,
to enable an investor to decide to buy or subscribe for the transferable securities in question.
(b) for the purposes of the definition in (a), to the extent that an offer of transferable securities is made to a person in the UK it is an offer of transferable securities to the public in the UK.
(c) the definition in (a) also applies to the placing of transferable security through financial intermediaries.
(d) the definition in (a) does not include a communication in connection with trading on a multilateral trading facility as defined in article 2(1)(14) of MiFIR.
(e) the definition in (a) does not include a communication about transferable securities allotted under or as a result of:
(i) a voluntary arrangement under Part 1 of the Insolvency Act 1986 or Part 2 of the Insolvency (Northern Ireland) Order 1989; or
(ii) a compromise or arrangement under Part 26 or 26A of the Companies Act 2006.
(3) In paragraphs (1) and (2) references to ‘transferable securities’ are to be read as transferable securities other than excluded securities.