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United Kingdom

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Offer to the public definition

What does Offer to the public mean? An offer to the public describes marketing or outreach that gives prospective investors enough information about the securities and the offer terms to decide whether to buy or subscribe. In the UK prospectus regime, it is defined in fsma 2000, s 102B as any communication, in any form and by any means, to any person, presenting sufficient information on the transferable securities to be offered and the terms of the offer to enable an investment decision. In practice, this can include advertisements, emails, websites, presentations and roadshows, not just formal offer documents. Subject to exemptions, an offer...

Offer to the public: definition and exceptions (UK law)

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offer to the public

Under section 85(1) of the Financial Services and Markets Act 2000 (fsma 2000), making an offer of transferable securities to the public in the UK is unlawful unless, before the offer, an approved prospectus has been made publicly available (the Public Offer Requirement). This statutory prohibition bites unless that prospectus is available to the public ahead of the offer being made, as required by FSMA 2000. For FSMA 2000, s 102B, an ‘offer of transferable securities to the public’ covers any communication to any person that provides enough detail about the securities and the terms of the offer to allow an investor to decide whether to acquire or subscribe for them. Such a ‘communication’ can be in any form and via any medium, but does not include communications linked to trading on a regulated market, a prescribed market or a multilateral trading facility run by a market operator, such as ordinary secondary market communications. By way of example, the European Securities and Markets Authority (ESMA) has stated that displaying secondary market prices on a company’s website should not, of itself, amount to an offer to the public, provided no additional circumstances are present that could, taken together, amount...

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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

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". ...

Web page updated on 15/06/2026

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