Finance (Tax Appeals and Prospectus Regulation) Act 2019

PART 3

Prospectus Regulation

Amendment of section 1348 of Act of 2014

15. Section 1348 of the Act of 2014 is amended—

(a) in subsection (1)—

(i) by the deletion of the definition of “2003 Prospectus Directive”,

(ii) by the substitution of the following for the definition of “EU prospectus law”:

“‘EU prospectus law’ means—

(a) the Prospectus Regulation, and

(b) the delegated acts;”,

(iii) in the definition of “expert”, by the deletion of “, save where a different construction in respect of that expression applies for the purposes of this Chapter by virtue of Irish prospectus law,”,

(iv) by the substitution of the following for the definition of “Irish prospectus law”:

“‘Irish prospectus law’ means—

(a) the Domestic Regulations, and

(b) the law of the State giving effect or further effect to the delegated acts;”,

(v) by the substitution of the following for the definition of “local offer”:

“‘local offer’ means an offer of securities to the public in the State where—

(a) the offer expressly limits the amount of the total consideration for the offer to more than €100,000 and less than €8,000,000 (and the means by which that limit shall be calculated, in particular in the case of a series of such offers of securities, shall be the same as that provided for by the Domestic Regulations in relation to analogous limits specified by the Domestic Regulations for any purpose),

(b) the securities are other than those referred to in any of—

(i) points (a) to (f) of Article 1(2),

(ii) Article 1(4)(j), or

(iii) point (i) of the first subparagraph of Article 1(5),

of the Prospectus Regulation, and

(c) the offer is not of a kind described in any of—

(i) points (a) to (d) of Article 1(4), or

(ii) Article 5(1),

of the Prospectus Regulation;”,

(vi) by the deletion of the definition of “offer of securities to the public”,

(vii) in the definition of “offering document”, by the substitution of “Prospectus Regulation” for “2003 Prospectus Directive”,

(viii) by the substitution of the following for the definition of “Prospectus Regulation”:

“ ‘Prospectus Regulation’ means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 20173 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC;”,

(ix) in the definition of “securities”, by the substitution of “the Prospectus Regulation” for “Irish prospectus law”, and

(x) by the insertion of the following definitions:

“ ‘delegated act’ means a delegated act, for the time being in force, adopted by the Commission of the European Union in accordance with Article 44 of the Prospectus Regulation;

‘Domestic Regulations’ means the law of the State (other than, save where the context otherwise admits, this Chapter) giving further effect to the Prospectus Regulation;”,

and

(b) by the substitution of the following subsection for subsection (2):

“(2) A word or expression that is used in this Chapter and is also used in the Prospectus Regulation shall have in this Chapter the same meaning as it has in that Regulation, unless the contrary intention appears.”.

3 O.J. No. L 168, 30.6.2017, p. 12.