'Transferable securities’ under MiFID II (Article 4(1)(44) mean those classes of securities which are negotiable on the capital market, with the exception of instruments of payment, such as:
(a) shares in companies and other securities equivalent to shares in companies, partnerships or other entities, and depositary receipts in respect of shares;
(b) bonds or other forms of securitised debt, including depositary receipts in respect of such securities;
(c) any other securities giving the right to acquire or sell any such transferable securities or giving rise to a cash settlement determined by reference to transferable securities, currencies, interest rates or yields, commodities or other indices or measures.
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The Perimeter Guidance Manual, Chapter 13, Guidance on the scope of MiFID and CRD IV, FCA, October 2019, p. 2
Transferable securities
Q28.What are transferable securities? (C1 and article 4.1(44))?
Transferable securities refer to classes of securities negotiable on the capital markets but excluding instruments of payment. We consider that instruments are negotiable on the capital markets when they are capable of being traded on the capital markets.
Transferable securities include (to the extent they meet this test):
- shares in companies (whether listed or unlisted, admitted to trading or otherwise), comparable interests in partnerships and other entities and equivalent securities;
- bonds and other forms of securitised debt;
- depositary receipts in respect of the instruments above;
- securities giving the right to acquire or sell transferable securities (for example, warrants, options, futures and convertible bonds); and
- securitised cash-settled derivatives, including certain futures, options, swaps and other contracts for differences relating to transferable securities, currencies, interest rates or yields, commodities or other indices or measures.
Examples of instruments which, in our view, do not amount to transferable securities include securities that are only capable of being sold to the issuer (as is the case with some industrial and provident society interests) and OTC derivatives concluded by a confirmation under an ISDA master agreement.
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Regulatory chronicle
17 December 2021
EU Securities Markets ESMA Annual Statistical Report
Documentation
MIFID II, Article 4(1)(44)
The Perimeter Guidance Manual, Chapter 13, Guidance on the scope of MiFID and CRD IV, FCA, October 2019, p. 2
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