MAR 2.4 Stabilisation when the Buy-back and Stabilisation Regulation does not apply

2To comply with MAR 2.2.1R (2) a firm must comply with the provisions in articles 8, 9, 10 and 11 of the Buy-back and Stabilisation Regulation (see MAR 2.3) subject to the modifications set out in the remainder of this section.

For the purposes of the application of article 2(6) of the Buy-back and Stabilisation Regulation to this section, references to "relevant securities" are to be taken as references to securities which are within MAR 2.2.1R (2).

For the purposes of the application of article 2(8) of the Buy-back and Stabilisation Regulation to this section, the requirement for the competent authority to agree to the standards of transparency does not apply.

Article 8 of the Buy-back and Stabilisation Regulation is subject to the following modifications:

1. (1)

   the references to "adequate public disclosure" are to be taken as including any public announcement which provides adequate disclosure of the fact that stabilisation may take place in relation to the offer, for example:

   1. (a)

      in the case of a screen-based announcement, wording such as "stabilisation/FCA"; or

   2. (b)

      in the case of a final offering circular or prospectus, wording such as "In connection with this [issue][offer], [name of stabilisation manager] [or any person acting for him] may over-allot or effect transactions with a view to supporting the market price of [description of relevant securities and any associated investments] at a level higher than that which might otherwise prevail for a limited period after the issue date. However, there may be no obligation on [name of stabilisation manager] [or any agent of his] to do this. Such stabilising, if commenced, may be discontinued at any time, and must be brought to an end after a limited period."; and

2. (2)

   a person is taken to comply the requirements of article 9(1) of the Buy-back and Stabilisation Regulation for these purposes if a public announcement before the opening of the offer period indicates (in whatever terms) the fact that stabilisation may take place so long as any preliminary or final offering circular (or prospectus) contains the information specified in that article (other than information on the maximum size of any overallotment facility).

Article 9 of the Buy-back and Stabilisation Regulation is subject to the following modifications:

1. (1)

   the references to "adequate public disclosure" are to be taken as including any public announcement which complies with MAR 2.4.4 R;

2. (2)

   article 9(2) does not apply;

3. (3)

   article 9(3) does not apply; and

4. (4)

   in article 9(4) the phrase "order or" does not apply.

Article 10 of the Buy-back and Stabilisation Regulation is modified so that the reference to "public disclosure" is to be taken as including any public announcement which complies with MAR 2.4.4 R.

Article 11 of the Buy-back and Stabilisation Regulation is subject to the following modifications:

1. (1)

   the reference to "disclosure to the public" is to be taken as including any public announcement which complies with MAR 2.4.4 R and

2. (2)

   article 11(b) and (d) do not apply.