Q&As

What is an offer to the public and what are the exceptions?

Produced in partnership with Nothando Malaba of Hogan Lovells and Maegen Morrison of Hogan Lovells

Published on: 11 April 2017

Under section 85(1) of the Financial Services and Markets Act 2000 (fsma 2000), it is unlawful for an offer of transferable securities to be made to the public in the UK unless an approved prospectus is made publicly available before the offer is made (the Public Offer Requirement).

The term 'offer of transferable securities to the public' is broadly defined as a communication to any person which presents sufficient information on the transferable securities to be offered and the terms on which they are offered in order to enable an investor to decide whether to acquire or subscribe for the securities (FSMA 2000, s 102B).

The 'communication' may be made in any form and by any means but note that it does not include a communication in connection with trading on a regulated market, a prescribed market or a multilateral trading facility operated by a market operator, such as normal secondary market communications. For

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Nothando Malaba

Hogan Lovells

Nothando is an associate in the London Corporate team of Hogan Lovells International LLP. Before joining Hogan Lovells, Nothando practiced in Australia at Norton Rose Fulbright for four years. She has broad experience in general corporate matters, including equity and debt capital raisings, domestic and cross-border mergers and acquisitions, joint ventures and corporate restructurings. She also has experience in providing corporate governance advice to both public and private companies operating in the UK and Australia.

Maegen Morrison

Partner, Hogan Lovells

Maegen is a partner in Hogan Lovells' London office specialising in equity capital markets, corporate finance and domestic and cross-border mergers and acquisitions, principally in the consumer and financial institutions sector. Maegen heads the London equity capital markets practice, co-heads the European equity capital markets practice and has a depth of experience in acting for both issuers and underwriters. Maegen was one of The Lawyer's 10 City Young Guns, appeared in The Lawyer's Hot 100, was one of the 2013 Legal Business Corporate Great Bright Hopes, was one of the 2014 Financial News 40 under 40 Rising Stars in Legal Services and is recognised by the Legal 500 UK 2013 as "very solid and technically excellent".

Jurisdiction(s):

United Kingdom

Key definition:

Offer to the public definition

What does Offer to the public mean?

In the context of the UK prospectus regime (and more fully defined in section 102B of fsma 2000), a communication in any form and by any means to any person which presents sufficient information on the transferable securities to be offered and the terms on which they are offered to enable an investor to decide to purchase or subscribe for those securities. An offer of securities to the public will, subject to certain exemptions, require the issuer to prepare a prospectus which must be approved by the FCA. See FSMA 2000, s 102B.

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