This chapter applies to every firm.
For the purposes of section 118(8) of the Act, behaviour (whether by a firm or not) conforming with the price stabilising rules does not amount to market abuse.
Any person concerned with an offer for cash of securities might wish to rely on this chapter; there are no legal restrictions on the appointment of stabilising managers to whom this chapter may apply. However, the main focus of the chapter is on lead managers when they are contemplating or carrying out an offer for cash of securities. Agents appointed by lead managers, on the basis contemplated by this chapter, may also find the chapter especially relevant.
where the offer for cash is to be, is, or has been, made at a specified price payable in sterling or another currency;
where those securities:
where the offer is public in character and is to be, is, or has been subject of a public announcement.
The effect of MAR 2.1.3 R is to include both initial publicoffers and publicoffers of additional securities to rank alongside securities already in issue. An offer is likely to be regarded as public in character where it is made in a prospectus. Other offers that may be regarded as public are offers to a section of the public, placements that are not essentially private and distributions. But the use of the word "offer" and the fact that there has to be a public announcement of the offer shows that a sale, for example by means of a block trade, of securities already in issue is not included.
so far as it provides a defence for any person, has the same territorial application as the provision which is alleged to have been contravened; and
There are specific provisions in MAR 2.8 about action for stabilising purposes in conformity with provisions made by certain overseas authorities. Accordingly action by persons not present in the United Kingdom, but where the action may have an effect in the United Kingdom, may have to be assessed in terms of the general provisions in this chapter, or the specific provisions in MAR 2.8.
The defences to legal or regulatory procedures referred to in MAR 2.1.6 R (1) and listed at MAR 2.1.2 G (1) are conferred by rules made under section 144 of the Act (price stabilising rules); this means that MAR 2.6 (Management of stabilisation) and MAR 2.7 (Recording of action taken), which are made under section 138 of the Act, and apply only to authorised persons, are not relevant for the purposes of such a defence.