Our response
An aim of our proposals was to mitigate the liquidity risk investors face when
investing in the equity or debt securities of small and medium enterprises which
are difficult to price and for which there is no, or only a limited, secondary
market. We did not intend to restrict the promotion of securities that are traded
on a recognised investment exchange such as AIM.
We would like to clarify that we consider liquidity risk to be mitigated if securities
are:
• admitted or about to be admitted to an official listing; or
• traded, or soon to be traded, on a recognised investment exchange or
designated investment exchange,12
as then there is an acceptable secondary market and the securities are ‘readily
realisable’. We do not think liquidity risk is adequately mitigated by an online
bulletin board on which people can list securities they wish to sell.
To better describe the illiquid shares and debentures we intended this proposal
to cover, we have amended the text by replacing ‘unlisted share and unlisted
debt security’ with a new defined term for ‘non-readily realisable security’. This
term will apply to securities that are not ‘readily realisable securities’, ‘packaged
products’ or ‘non-mainstream pooled investments’.
An established regime already applies to packaged products, and legislative
and regulatory marketing restrictions already apply to promotions for nonmainstream
pooled investments (NMPIs), including unregulated collective
investment schemes (UCISs). Therefore, there is no need for the definition for
non-readily realisable securities to include such products.13