The general rule
(1) A person offers securities to the public in the United Kingdom if -
(a) to the extent that the offer is made to persons in the United Kingdom, it is made to the public; and
(b) the offer is not an exempt offer.
(2) For this purpose, an offer which is made to any section of the public, whether selected -
(a) as members or debenture holders of a body corporate,
(b) as clients of the person making the offer, or
(c) in any other manner,
is to be regarded as made to the public.
Exempt offers
(1) For the purposes of this Schedule, an offer of securities is an "exempt offer" if, to the extent that the offer is made to persons in the United Kingdom -
(a) the condition specified in any of paragraphs 3 to 24A is satisfied in relation to the offer; or
(b) the condition specified in one relevant paragraph is satisfied in relation to part, but not the whole, of the offer and, in relation to each other part of the offer, the condition specified in a