• MKT 4.4 MKT 4.4 Exempt Securities

    • Guidance

      1. Exempt Securities are Securities which a Person can have admitted to trading on a Recognised Body without a Prospectus.
      2. The prohibition in section 61(1) of the FSMR does not apply, subject to the requirement in Rule 4.4.2, to the admission to trading on a Recognised Body of Securities that are Exempt Securities under Rule 4.4.1.

    • MKT 4.4.1 MKT 4.4.1

      For the purposes of section 61(3)(b) of the FSMR the Regulator hereby prescribes the types of Securities that are Exempt Securities:

      (1) Shares representing, over a period of 12 months, less than 10% of the number of Shares of the same class already admitted to trading on the same Recognised Body;
      (2) Shares issued in substitution for Shares of the same class already admitted to trading on the same Recognised Body, if the issue of the Shares does not involve any increase in the issued capital;
      (3) Securities offered in connection with a Takeover by means of an exchange Offer, if a document is available containing information which is regarded by the Regulator as being equivalent to that of a Prospectus;
      (4) Securities offered, allotted or to be allotted in connection with a merger, if a document is available containing information which is regarded by the Regulator as being equivalent to that of the Prospectus;
      (5) Securities offered, allotted or to be allotted in connection with a rights issue if:
      (a) the Securities are of the same class as the Securities already admitted to trading on the same Recognised Body; and
      (b) a document is made available containing information on the number and nature of the Securities and the reasons for and details of the Offer;
      (6) Shares offered, allotted or to be allotted to existing Shareholders free of charge, or in respect of dividends paid out in the form of Shares of the same class as the Shares in respect of which the dividends are paid, if:
      (a) the Shares are of the same class as the Shares already admitted to trading on the same Recognised Body; and
      (b) a document is made available containing information on the number and nature of the Shares and the reasons for and details of the Offer;
      (7) Securities offered, allotted or to be allotted to an existing or former Director or Employee, or any Close Relative of such a Director or Employee, of the Issuer or a member of the same Group as the Issuer and if:
      (a) the Securities are of the same class as the Securities already admitted to trading on the same Recognised Body; and
      (b) a document is made available containing information on the number and nature of the Securities and the reasons for and detail of the Offer;
      (8) Shares resulting from the conversion or exchange of other Securities or from the exercise of the rights conferred by other Securities, if the Shares are of the same class as the Shares already admitted to trading on the same Recognised Body; or
      (9) Securities already admitted to trading on another Recognised Body or Regulated Exchange (the "Other Market"), where:
      (a) the Securities, or Securities of the same class, have been admitted to trading and continuously traded on the Other Market for more than 18 months;
      (b) the on-going obligations for trading on that other market have been complied with; and
      (c) the Person requesting the admission to trading of the Securities under this exemption makes a summary document in the English language which is approved by the Regulator in accordance with the requirements in section 4.6 and published:
      (i) containing the information set out in Rule 4.5.2(1)(b);
      (ii) stating where the most recent and current Prospectus, if any, can be obtained; and
      (iii) specifying where the financial information published by the Issuer pursuant to its on-going disclosure obligations of the Other Market is available.

      • Guidance

        In considering whether a document referred to in Rule 4.4.1(3) or (4) contains all the relevant information, the Regulator will take into account the information required under Part 6 of the FSMR and the Rules in this chapter.

    • MKT 4.4.2

      All Securities in a class of Securities admitted to listing and trading including pursuant to Rule 4.4.1 must be traded on a Recognised Body or a Regulated Exchange.