Clause 2

In this Division —“depositary”, in relation to an offer of SDRs, means the issuer of those SDRs that holds, directly or indirectly, the underlying securities;“SDR” or “sponsored depositary receipt” means an instrument that —

confers or represents a right to exchange the instrument for any underlying securities under a trust, contractual arrangement or otherwise;

entitles the holder of the instrument to receive —

all or substantially all of the interest, dividends or other distributions that are paid or made in relation to the underlying securities; and

any other financial benefits conferred on the holder of the underlying securities, whether in cash or otherwise; and

is issued pursuant to an agreement between the depositary that issued the instrument and the issuer of the underlying securities,and that is prescribed, or that belongs to a class of instruments prescribed, by the Authority as an SDR for the purpose of this definition.(2) In this Division, unless otherwise provided —

a reference to an offer of SDRs is a reference to; and

a reference to an offer of securities includes a reference to,an offer of SDRs that are securities by virtue of paragraph (a), (b) or (c) of the definition of “securities” in section 2(1), and not excluded by virtue of paragraph (g) of that definition.(3) In this Division, where there is an offer of SDRs by the depositary (Y) —

the issuer of the underlying securities (X), rather than Y, is treated as the issuer of the SDRs being offered;

X rather than Y is treated as the person who makes the offer; and

accordingly, X has the rights and duties under this Act (including but not limited to compliance with all requirements as to the contents of prospectuses, and liability in respect of statements and non-disclosure in prospectuses) of —

the issuer of the SDRs; and

the person making the offer of the SDRs.(4) Subsection (3) applies despite anything in section 239.”.