Statutory Instruments printed from this website are printed under the superintendence and authority of the Controller of HMSO being the Queen's Printer of Acts of Parliament.
The legislation contained on this web site is subject to Crown Copyright protection. It may be reproduced free of charge provided that it is reproduced accurately and that the source and copyright status of the material is made evident to users.
It should be noted that the right to reproduce the text of Statutory Instruments does not extend to the Queen's Printer imprints which should be removed from any copies of the Statutory Instrument which are issued or made available to the public. This includes reproduction of the Statutory Instrument on the Internet and on intranet sites. The Royal Arms may be reproduced only where they are an integral part of the original document.
The text of this Internet version of the Statutory Instrument has been prepared to reflect the text as it was Made. A print version is also available and is published by The Stationery Office Limited as the The Companies Act 1985 (Mutual Recognition of Prospectuses)Regulations 1991, ISBN 0110138236. The print version may be purchased by clicking here. Braille copies of this Statutory Instrument can also be purchased at the same price as the print edition by contacting TSO Customer Services on 0870 600 5522 or e-mail:customer.services@tso.co.uk.
Further information about the publication of legislation on this website can be found by referring to the Frequently Asked Questions.
To ensure fast access over slow connections, large documents have been segmented into "chunks". Where you see a "continue" button at the bottom of the page of text, this indicates that there is another chunk of text available.
STATUTORY INSTRUMENTS
1991No. 823
FINANCIAL SERVICES
The Companies Act 1985 (Mutual Recognition of Prospectuses)
Regulations 1991
Made
25th March 1991
Laid before Parliament
27th March 1991
Coming into force
17th April 1991
The Secretary of State, being designated[1]
for the purposes of section 2(2) of the European
Communities Act 1972[2]
in relation to measures relating to prospectuses on
offers of transferable securities to the public, in exercise of the
powers conferred on him by the said section 2(2) hereby makes the
following Regulations:
1.—(1) These Regulations may be cited as the Companies Act 1985 (Mutual
Recognition of Prospectuses) Regulations 1991 and shall come into force
on 17th April 1991.
(2) In these Regulations—
(a) "the 1985 Act" means the Companies Act 1985[3]
;
(b) "member State" means a member State of the European Economic Community;
(c) "recognised prospectus" means a prospectus relating to shares in or debentures of a body
corporate which has been approved in accordance with Article 20 of
Council Directive 89/298/EEC[4]
in another member State and satisfies the conditions set
out in sub-paragraphs (a) to (c) of regulation 2(1) below as
supplemented by the information added to the prospectus pursuant to
sub-paragraph (c) of the said regulation 2(1) and, where the prospectus
has been translated into English, as translated into English; and
(d) "registrar of companies" has the same meaning as in the 1985 Act.
2.—(1) Where a prospectus has been approved in accordance with Article 20
of Council Directive 89/298/EEC in another member State it shall,
subject to paragraph (2) below, be deemed to comply for all purposes
with the provisions of the 1985 Act referred to in Schedule 1 to these
Regulations insofar as those provisions require information to be
included in a prospectus provided that:
(a) where the prospectus as approved in the other member State was
written in a language other than English, the prospectus has been
translated into English and the translation has been certified to be a
correct translation in the manner prescribed in regulation 6 of the
Companies (Forms) Regulations 1985[5]
;
(b) the offer of shares or debentures to which the prospectus relates is
made in the United Kingdom simultaneously with the making of the offer
in the member State where the prospectus was approved or within a short
interval of the making of that offer; and
(c) there is added to the information contained in the prospectus as
approved in the other member State such of the information referred to
in Schedule 2 to these Regulations as is not included in the prospectus
as so approved.
(2) Where, prior to the registration with the registrar of companies of a prospectus which has been approved in another member State, a supplement to the prospectus has been approved pursuant to Article 23 of Council Directive 80/390/EEC[6]
or Article 18 of Council Directive 89/298/EEC (as the
case may be) in the member State where the prospectus was approved, the
references in paragraph (1) above and in regulation 1(2)(c) above to a
prospectus shall be taken to be references to the prospectus taken
together with the supplement.
3. The 1985 Act shall apply to a recognised prospectus subject to the
following modifications:
(a) the requirement in section 64(4) of the 1985 Act for the prospectus
to be dated does not apply;
(b) section 65 of the 1985 Act does not apply;
(c) section 77(3)(b) and (c) of the 1985 Act does not apply; and
(d) section 83 of the 1985 Act and the words"This is without prejudice to section 83."
in section 84(1) of the 1985 Act do not apply.
John Redwood
Minister of State, Department of Trade and Industry
