European Communities (Transferable Securities and Stock Exchange) Regulations, 1992

• Jurisdiction: Ireland
• Year: 1992
• Citation: IR SI 202/1992

S.I. No. 202 of 1992.
EUROPEAN COMMUNITIES (TRANSFERABLE SECURITIES AND STOCK EXCHANGE) REGULATIONS, 1992.
I, DESMOND O'MALLEY, Minister for Industry and commerce, in exercise of the powers conferred on me by section 3 of the European Communities Act, 1972 (No. 27 of 1972), and for the purpose of giving effect to the provisions of Council Directive No. 89/298/EEC of 17 April, 1989(1) and Council Directive No. 90/211/EEC of 23 April, 1990(2) hereby make the following Regulations:
PART I. Preliminary.
	1 Citation, commencement and construction.	1. (1) These Regulations may be cited as the European Communities (Transferable Securities and Stock Exchange) Regulations, 1992.
(2) These Regulations shall come into operation on the 1st day of September, 192.
(3) These Regulations shall be construed as one with the Companies Acts, 1963 to 1990.
	2 Interpretation.	2. (1) In these Regulations—
"the Listing Particulars Directive" means Council Directive No. 80/390/EEC of 17 March 1980,(3) as amended by Council Directive No. 87/345/EEC of 22 June 1987(4) and as further amended by Council Directive No. 90/211/EEC of 20 April 1990(2);
"the 1984 Regulations" means the European Communities (Stock Exchange) Regulations, 1984 ( S.I. No. 282 of 1984 ), as amended by the 1991 Regulations;
(1)O.J. No. L124, 5-5-1989 pp. 8-15.
(2)O.J. No. L112, 3.5.1990 pp. 24-25.
(3)O.J. No. L100, 17-4-1980 pp. 1-26.
(4)O.J. No. L185, 4-7-1987 pp. 81-83.
"the 1991 Regulations" means the European Communities (Stock Exchange) (Amendment) Regulations, 1991 ( S.I. No. 18 of 1991 );
"the directives" means
—Council Directive No. 89/298/EEC of 17 April, 1989,(1) and
—Council Directive No. 90/211/EEC of 23 April, 1990(2)
set out in the First Schedule and the Second Schedule to these Regulations, respectively;
"the Minister" means the Minister for Industry and Commerce;
"the Irish Stock Exchange" means the Committee of the Irish Unit of the International Stock Exchange of the United Kingdom and the Republic of Ireland Limited.
(2) Reference to ann Article or other provision of either of the directives shall be taken as a reference to that Article or that provision of that directive as set out in the First Schedule and Second Schedule to these Regulations, as appropriate.
(3) A word or expression that is used in these Regulations and is also used in either of the directives shall, unless the contrary intention appears, have in these Regulations the same meaning as it has in the directive in which it is used.
PART II. Application of the Prospectus Directive (No. 89/298/EEC).
	3 Interpretation of Part II.	3. In this Part—
"the Prospectus Directive" means Council Directive No. 89/298/EEC of 17 April, 1989(1) set out in the First Schedule to these Regulations;
"securities" has the same meaning as "transferable securities" in Article 3 of the Prospectus Directive.
(1)O.J. No. L124, 5-5-1989 pp. 8-15.
(2)O.J. No. L112, 3.5.1990 pp. 24-25.
	4 Application of Prospectus Directive.	4. Subject to the provisions of this Part of these Regulations, the requirements of the Prospectus Directive shall have effect and be applied accordingly.
	5 Optional powers conferred on Member States by Prospectus Directive.	5. The Third Schedule to these Regulations shall have effect for the purpose of determining the manner in which the provisions of the Prospectus Directive shall apply for the purposes of these Regulations.
	6 Duty to publish a Prospectus where securities are offered to the public.	6. Subject to Regulation 21 of these Regulations, it shall not be lawful to issue any form of application for the securities of a company unless the form is issued with a prospectus which complies with the requirements of this Part and the issue of which does not contravene section 46 of the Companies Act, 1963 .
	7 ..	7. The obligation in Regulation 6 shall not apply to,
( a ) the types of offer and types of securities described in Article 2 of the Prospectus Directive;
( b ) securities referred to in Article 5 of the Prospectus Directive.
	8 Content of the prospectus.	8. (1) Every prospectus issued by or on behalf of an issuer shall contain the information which, according to the particular nature of the issuer and of the securities concerned, is necessary to enable an informed assessment to be made of the assets and liabilities, financial position, profits and losses and prospects of the company and of the rights attaching to the securities.
(2) Without prejudice to the generality of paragraph (1), a prospectus stating at least the matters specified,
( a ) in Article 11.2 to 11.6 of the Prospectus Directive but subject to the permissible exemptions provided in the said Directive or by these Regulations, and
( b ) so far as not already required therein, but subject to paragraphs (3) and (4), by the Third Schedule to the Companies Act, 1963 ,
shall be regarded as complying with paragraph (1).
(3) The application of the Third Schedule of the Companies Act, 1963 to a prospectus issued under these Regulations shall be modified by the substitution, in paragraphs 6, 8, 11, 13, 14, 19, 20 and 21 of the said Schedule, in each place where they occur, of "3 years" for "5 years" and "3 financial years" for "5 financial years".
(4) Where, having regard to the proposals as to the size and other circumstances of the issue of securities, compliance under paragraph (2) (b) with the requirements of the Third Schedule to the Companies Act, 1963 would be unduly burdensome, the Irish Stock Exchange may allow some of the information specified in the said Schedule to be omitted from the prospectus.
	9 Designation of body.	9. (1) The Irish Stock Exchange is hereby designated for the purposes of Articles 11.7, 11.8, 13.1 and 13.2 of the Prospectus Directive as the body which may authorise the omission or exemption of the information specified in the respective Articles in the circumstances provided. The Irish Stock Exchange is also designated for the purposes of Article 19 of the Prospectus Directive.
(2) Regulations 7, 8 and 9 of the 1984 Regulations shall apply to the Irish Stock Exchange in the discharge of its responsibilities under paragraph (1).
	10 Liability of issuer.	10. (1) In the event of noncompliance with or contravention of the obligation referred to in Article 4 of the Prospectus Directive, the person making the offer shall not incur any liability by reason of the non-compliance or contravention if—
( a ) in relation to any matter not disclosed, he proves that he did not know it; or
( b ) he proves that the noncompliance or contravention arose from an honest mistake of fact on his part; or
( c ) the noncompliance or contravention was in respect of matters which, in the opinion of the Court dealing with the case, were immaterial or were otherwise such as ought, in the opinion of the Court, having regard to all the circumstances of the case, reasonably to be excused.
(2) Nothing in this Regulation shall be construed so as to limit or diminish any liability which any person may incur under the law of the State apart from these Regulations.
(3) An issuer shall not be liable in damages by reason only of noncompliance with, or contravention of, the provisions of these Regulations (other than paragraph (1) of this Regulation) provided that any such non compliance or contravention does not give rise to any liability under any provision of the Companies Act, 1963 .
	11 Registration of prospectus.	11. Every prospectus issued under these Regulations shall be registered with the registrar of companies in compliance with section 47 of the Companies Act, 1963 .
	12 Publication of prospectus.	12. Prospectuses issued under these Regulations, for which admission to official Stock Exchange listing is not sought, must be made available to the public:
( a ) by notice in one or more national daily newspapers circulating in the State, and
( b ) in the form of a prochure to be made available, free of charge, to the public at the registered office of the issuer and at the offices of the financial organisation retained to act as the issuers paying agent.
	13 Time of publication.	13. Prospectuses issued under these Regulations must be published or made available to the public, not later than the time the offer is made to the public.
	14 Designation of body.	14. The registrar of companies is hereby designated for the purposes of Articles 14 and 19 of the Prospectus Directive and shall have all the powers required to be conferred on, or which the State is permitted to confer on, the competent authority by the directive.
	15 Liability of designated body.	15. (1) The registrar of companies shall not be liable in damages by reason only of noncompliance with, or contravention of, any obligation imposed by or by virtue of these Regulations, nor shall he be so liable in respect of anything done or omitted to be done by him in connection with the exercise by him of his functions as designated body, unless the act or omission complained of was done or omitted to be done in bad faith.
(2) No transaction shall be void or voidable by reason only of the fact that it was entered into in contravention of, or not in conformity with, these Regulations.
	16 Office of designated body.	16. (1) The Companies REgistration Office, being the office maintained for the purposes of the registration of companies under the Companies Acts, 1963 to 1990, is hereby designated as the office of the registrar of companies.
(2) Any document may be served on the registrar of companies by leaving it at, or sending it by post to, the office maintained pursuant to paragraph (1) of this Regulation.
	17 Annual Report of designated body.	17. (1) The registrar of companies shall report annually to the Minister on the exercise of his functions as the designated body in the...