The Official Listing of Securities, Prospectus and Transparency (Amendment etc.) (EU Exit) Regulations 2019

Regulation 66

SCHEDULE 1 Amendments of Annexes to Commission Regulation (EC) No 809/2004

1.—(1) Annex 1 is amended as follows.

(2) In item 19, in the first paragraph—

(a) for “the Standards adopted according to the Regulation (EC) No 1606/2002)” substitute “UK-adopted international accounting standards or UK accounting standards)”;

(b) for “the respective standard adopted according to Regulation (EC) No 1606/2002” substitute “UK-adopted international accounting standards or UK accounting standards”.

(3) In item 20.1—

(a) in the first subparagraph, omit the third, fourth and fifth sentences;

(b) after the first subparagraph insert—

“In relation to a financial year beginning on or before the day on which exit day falls, such financial information must be prepared as mentioned in Article 35.

In relation to a financial year beginning after the day on which exit day falls, for issuers established in the United Kingdom, such financial information must be prepared in accordance with—

(a) UK-adopted international accounting standards, or

(b) if those standards are not applicable, UK accounting standards.

In relation to a financial year beginning after the day on which exit day falls, for issuers established in a country outside the United Kingdom, such financial information must be prepared in accordance with—

(a) UK-adopted international accounting standards,

(b) one of the accounting standards referred to in Article 35(5), or

(c) national accounting standards of that country that are equivalent to UK-adopted international accounting standards.

For an issuer established in a country outside the United Kingdom, if such financial information is not prepared in accordance with the required standards, it must be presented in the form of restated financial statements.”;

(c) in the subparagraph beginning “If the issuer has been operating”, for the words from “the standards applicable” to the end of the second sentence substitute “the standards that would apply under the second, third or fourth subparagraph to an annual financial statement in respect of a financial year beginning at the time when that period began.”;

(d) in the final subparagraph, for “a Member State” substitute “the United Kingdom”.

2.  In Annex 4, in item 13.1—

(a) in the first subparagraph, omit the third, fourth and fifth sentences;

(b) after the first subparagraph insert—

“In relation to a financial year beginning on or before the day on which exit day falls, such financial information must be prepared as mentioned in Article 35.

In relation to a financial year beginning after the day on which exit day falls, for issuers established in the United Kingdom, such financial information must be prepared in accordance with—

(a) UK-adopted international accounting standards, or

(b) if those standards are not applicable, UK accounting standards.

In relation to a financial year beginning after the day on which exit day falls, for issuers established in a country outside the United Kingdom, such financial information must be prepared in accordance with—

(a) UK-adopted international accounting standards,

(b) one of the accounting standards referred to in Article 35(5), or

(c) national accounting standards of that country that are equivalent to UK-adopted international accounting standards.

For an issuer established in a country outside the United Kingdom, if such financial information is not prepared according to the required standards, it must be presented in the form of restated financial statements.”;

(c) in the subparagraph beginning “If the issuer has been operating”, for the words from “the standards applicable” to the end of the second sentence substitute “the standards that would apply under the second, third or fourth subparagraph to an annual financial statement in respect of a financial year beginning at the time when that period began.”;

(d) in the final subparagraph, for “a Member State” substitute “the United Kingdom”.

3.—(1) Annex 7 is amended as follows.

(2) In item 8.2—

(a) in the first subparagraph, omit the third, fourth and fifth sentences;

(b) after the first subparagraph insert—

“In relation to a financial year beginning on or before the day on which exit day falls, such financial information must be prepared as mentioned in Article 35.

In relation to a financial year beginning after the day on which exit day falls, for issuers established in the United Kingdom, such financial information must be prepared in accordance with—

(a) UK-adopted international accounting standards, or

(b) if those standards are not applicable, UK accounting standards.

In relation to a financial year beginning after the day on which exit day falls, for issuers established in a country outside the United Kingdom, such financial information must be prepared in accordance with—

(a) UK-adopted international accounting standards,

(b) one of the accounting standards referred to in Article 35(5), or

(c) national accounting standards of that country that are equivalent to UK-adopted international accounting standards.

For an issuer established in a country outside the United Kingdom, if such financial information is not prepared according to the required standards, it must be presented in the form of restated financial statements.”;

(c) in the subparagraph beginning “If the issuer has been operating”, for the words from “the standards applicable” to the end of the second sentence substitute “the standards that would apply under the second, third or fourth subparagraph to an annual financial statement in respect of a financial year beginning at the time when that period began.”;

(d) in the final subparagraph, for “a Member State” substitute “the United Kingdom”.

(3) In item 8.2a—

(a) in the first subparagraph, omit the third, fourth and fifth sentences and points (a) and (b);

(b) after the first subparagraph insert—

“In relation to a financial year beginning on or before the day on which exit day falls, such financial information must be prepared as mentioned in Article 35.

In relation to a financial year beginning after the day on which exit day falls, for issuers established in the United Kingdom, such financial information must be prepared in accordance with—

(a) UK-adopted international accounting standards, or

(b) if those standards are not applicable, UK accounting standards.

In relation to a financial year beginning after the day on which exit day falls, for issuers established in a country outside the United Kingdom, such financial information must be prepared in accordance with—

(a) UK-adopted international accounting standards,

(b) one of the accounting standards referred to in Article 35(5), or

(c) national accounting standards of that country that are equivalent to UK-adopted international accounting standards.

For an issuer established in a country outside the United Kingdom, if such financial information is not prepared according to the required standards, the following information must be included in the registration document—

(a) a prominent statement that the financial information included in the registration document has not been prepared—

(i) in the case of a financial year beginning on or before the day on which exit day falls, in accordance with International Financial Reporting Standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union, or

(ii) in the case of a financial year beginning after that day, in accordance with UK-adopted international accounting standards, and

(b) immediately following the historical financial information, a narrative description of the differences between whichever of those international standards is relevant and the accounting principles adopted by the issuer in preparing its annual financial statements.”;

(c) in the final subparagraph, for “a Member State” substitute “the United Kingdom”.

4.  In Annex 9, in item 11.1—

(a) in the first subparagraph, omit the third, fourth and fifth sentences and points (a) and (b);

(b) after the first subparagraph insert—

“In relation to a financial year beginning on or before the day on which exit day falls, such financial information must be prepared as mentioned in Article 35.

In relation to a financial year beginning after the day on which exit day falls, for issuers established in the United Kingdom, such financial information must be prepared in accordance with—

(a) UK-adopted international accounting standards, or

(b) if those standards are not applicable, UK accounting standards.

In relation to a financial year beginning after the day on which exit day falls, for issuers established in a country outside the United Kingdom, such financial information must be prepared in accordance with—

(a) UK-adopted international accounting standards,

(b) one of the accounting standards referred to in Article 35(5), or

(c) national accounting standards of that country that are equivalent to UK-adopted international accounting standards.

For an issuer established in a country outside the United Kingdom, if such financial information is not prepared according to the required standards, the following information must be included in the registration document—

(a) a prominent statement that the financial information included in the registration document has not been prepared—

(i) in the case of a financial year beginning on or before the day on which exit day falls, in accordance with International Financial Reporting Standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union, or

(ii) in the case of a financial year beginning after the day on which exit day falls, in accordance with UK-adopted international accounting standards, and

(b) immediately following the historical financial information, a narrative description of the differences between whichever of those international standards is relevant and the accounting principles adopted by the issuer in preparing its annual financial statements.”;

(c) in the final subparagraph, for “a Member State” substitute “the United Kingdom”.

5.—(1) Annex 10 is amended as follows.

(2) In item 19—

(a) for “those set out in the Standards adopted according to Regulation (EC) No 1606/2002” substitute “UK-adopted international accounting standards or UK accounting standards”;

(b) for “the respective standard adopted according to Regulation (EC) No 1606/2002” substitute “UK-adopted international accounting standards or UK accounting standards”.

(3) In item 20.1—

(a) in the first subparagraph, omit the third, fourth and fifth sentences;

(b) after the first subparagraph insert—

“In relation to a financial year beginning on or before the day on which exit day falls, such financial information must be prepared as mentioned in Article 35.

In relation to a financial year beginning after the day on which exit day falls, for issuers established in the United Kingdom, such financial information must be prepared in accordance with—

(a) UK-adopted international accounting standards, or

(b) if those standards are not applicable, UK accounting standards.

In relation to a financial year beginning after the day on which exit day falls, for issuers established in a country outside the United Kingdom, such financial information must be prepared in accordance with—

(a) UK-adopted international accounting standards,

(b) one of the accounting standards referred to in Article 35(5), or

(c) national accounting standards of that country that are equivalent to UK-adopted international accounting standards.

For an issuer established in a country outside the United Kingdom, if such financial information is not prepared in accordance with the required standards, it must be presented in the form of restated financial statements.”;

(c) in the subparagraph beginning “If the issuer has been operating”, for the words from “the standards applicable” to the end of the second sentence substitute “the standards that would apply under the second, third or fourth subparagraph to an annual financial statement in respect of a financial year beginning at the time when that period began”;

(d) in the final subparagraph, for “a Member State” substitute “the United Kingdom”.

(4) In item 20.1a—

(a) in the first subparagraph, omit the third, fourth and fifth sentences and points (a) and (b);

(b) after the first subparagraph insert—

“In relation to a financial year beginning on or before the day on which exit day falls, such financial information must be prepared as mentioned in Article 35.

In relation to a financial year beginning after the day on which exit day falls, for issuers established in the United Kingdom, such financial information must be prepared in accordance with—

(a) UK-adopted international accounting standards, or

(b) if those standards are not applicable, UK accounting standards.

In relation to a financial year beginning after the day on which exit day falls, for issuers established in a country outside the United Kingdom, such financial information must be prepared in accordance with—

(a) UK-adopted international accounting standards,

(b) one of the accounting standards referred to in Article 35(5), or

(c) national accounting standards of that country that are equivalent to UK-adopted international accounting standards.

For an issuer established in a country outside the United Kingdom, if such financial information is not prepared according to the required standards, the following information must be included in the registration document—

(a) a prominent statement that the financial information included in the registration document has not been prepared—

(i) in the case of a financial year beginning on or before the day on which exit day falls, in accordance with International Financial Reporting Standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union, or

(ii) in the case of a financial year beginning after the day on which exit day falls, in accordance with UK-adopted international accounting standards, and

(b) immediately following the historical financial information, a narrative description of the differences between whichever of those international standards is relevant and the accounting principles adopted by the issuer in preparing its annual financial statements.”;

(c) in the final subparagraph, for “a Member State” substitute “the United Kingdom”.

6.  In Annex 11, in item 11.1—

(a) in the first subparagraph, omit the third, fourth and fifth sentences;

(b) after the first subparagraph insert—

“In relation to a financial year beginning on or before the day on which exit day falls, such financial information must be prepared as mentioned in Article 35.

In relation to a financial year beginning after the day on which exit day falls, for issuers established in the United Kingdom, such financial information must be prepared in accordance with—

(a) UK-adopted international accounting standards, or

(b) if those standards are not applicable, UK accounting standards.

In relation to a financial year beginning after the day on which exit day falls, for issuers established in a country outside the United Kingdom, such financial information must be prepared in accordance with—

(a) UK-adopted international accounting standards,

(b) one of the accounting standards referred to in Article 35(5), or

(c) national accounting standards of that country that are equivalent to UK-adopted international accounting standards.

For an issuer established in a country outside the United Kingdom, if such financial information is not prepared according to the required standards, it must be presented in the form of restated financial statements.”;

(c) in the subparagraph beginning “If the issuer has been operating”, for the words from “the standards applicable” to the end of the second sentence substitute “the standards that would apply under the second, third or fourth subparagraph to an annual financial statement in respect of a financial year beginning at the time when that period began”;

(d) in the final subparagraph, for “a Member State” substitute “the United Kingdom”.

7.  In Annex 15, in item 2.9, omit “Member”, in the first place where it occurs, and “, or OECD Member State”.

8.  In Annex 16, in the heading, for “Member States, third countries” substitute “States”.

9.  In Annex 21, for “as referred to in recital 18 of the Prospectus Regulation” substitute “such as shares resulting from the conversion or exchange of other securities or from the exercise of the rights conferred by other securities”.

10.—(1) Annex 22 is amended as follows.

(2) In the guide, in paragraph 7, for “by a Member State in accordance with Articles 5(2) and 19(4) of Directive 2003/71/EC” substitute “by section 87A(5) of FSMA 2000”.

(3) In Section A, in the entry relating to Element A.1, omit the words from “where a claim” to “are initiated”.

11.—(1) Annex 23 is amended as follows.

(2) In item 14—

(a) in the first subparagraph, for the words from “If” to “do not apply” substitute “If UK-adopted international accounting standards or, in relation to financial years beginning on or before the day on which exit day falls, International Accounting Standards adopted according to Regulation (EC) No 1606/2002 as it applies in the European Union, do not apply”;

(b) in the second subparagraph, for the words from “If” to “apply” substitute “If UK-adopted international accounting standards or, in relation to financial years beginning on or before the day on which exit day falls, International Accounting Standards adopted according to Regulation (EC) No 1606/2002 as it applies in the European Union, apply”.

(3) In item 15.1—

(a) in the first subparagraph, omit the final sentence;

(b) after the first subparagraph insert—

“In relation to a financial year beginning on or before the day on which exit day falls, such financial information must be prepared as mentioned in Article 35.

For an issuer established in the United Kingdom, in respect of a financial year beginning on or before the day on which exit day falls, such financial information must be prepared in accordance with—

(a) UK-adopted international accounting standards, or

(b) if those standards are not applicable, UK accounting standards.”

(c) for the subparagraph beginning “For third country” substitute—

“For an issuer established in a country outside the United Kingdom, in respect of a financial year beginning after the day on which exit day falls, such financial information must be prepared in accordance with—

(a) UK-adopted international accounting standards,

(b) one of the accounting standards referred to in Article 35(5), or

(c) national accounting standards of that country that are equivalent to UK-adopted international accounting standards.

For an issuer established in a country outside the United Kingdom, if such financial information is not prepared according to the required standards, it must be presented in the form of restated financial statements.”;

(d) in the subparagraph beginning “If the issuer has been operating”, for the words from “the standards applicable” to the end of the second sentence substitute “the standards that would apply under the second, third or fourth subparagraph to an annual financial statement in respect of a financial year beginning at the time when that period began.”.

12.—(1) Annex 25 is amended as follows.

(2) In item 9, for “Article 46 of Directive 78/660/EEC and Article 36 of Directive 83/349/EEC” substitute “Part 15 of the Companies Act 2006”.

(3) In item 19—

(a) in the first subparagraph, for the words from “If” to “do not apply” substitute “If UK-adopted international accounting standards or, in relation to financial years beginning on or before the day on which exit day falls, International Accounting Standards adopted according to Regulation (EC) No 1606/2002 as it applies in the European Union, do not apply”;

(b) in the second subparagraph, for the words from “If” to “apply” substitute “If UK-adopted international accounting standards or, in relation to financial years beginning on or before the day on which exit day falls, International Accounting Standards adopted according to Regulation (EC) No 1606/2002 as it applies in the European Union, apply”.

(4) In item 20.1—

(a) in the first subparagraph, for the words from “according to” to “Union,” substitute “in accordance with the required accounting standards,”;

(b) after the first subparagraph insert—

“For issuers established in the United Kingdom, the required accounting standards are—

(a) in relation to financial years beginning on or before the day on which exit day falls, the standards required by Article 35, and

(b) in relation to financial years beginning after the day on which exit day falls, UK-adopted international accounting standards, or if not applicable, UK accounting standards.”;

(c) in the subparagraph beginning “For third country”, for the words from the beginning to “these standards,” substitute “For issuers established in a country outside the United Kingdom, a statement that such financial information has been prepared and audited in accordance with the required accounting standards,”;

(d) at the end insert—

“For issuers established in a country outside the United Kingdom, the required accounting standards are—

(a) in relation to financial years beginning on or before the day on which exit day falls, the standards required by Article 35, and

(b) in relation to financial years beginning after the day on which exit day falls, UK-adopted international accounting standards, one of the standards referred to in Article 35(5), or that country’s national accounting standards that are equivalent to UK-adopted international accounting standards.”.

13.  In Annex 26, in item 13.1—

(a) in the first subparagraph, for the words from “according to” to “Union” substitute “in accordance with the required accounting standards”;

(b) after the first subparagraph insert—

“For issuers established in the United Kingdom, the required accounting standards are—

(a) in relation to financial years beginning on or before the day on which exit day falls, the standards required by Article 35, and

(b) in relation to financial years beginning after the day on which exit day falls, UK-adopted international accounting standards, or if not applicable, UK accounting standards.”;

(c) in the subparagraph beginning “For third country”, for the words from the beginning to “these standards,” substitute “For issuers established in a country outside the United Kingdom, a statement that such financial information has been prepared and audited in accordance with the required accounting standards,”;

(d) at the end insert—

“For issuers established in a country outside the United Kingdom, the required accounting standards are—

(a) in relation to financial years beginning on or before the day on which exit day falls, the standards required by Article 35, and

(b) in relation to financial years beginning after the day on which exit day falls, UK-adopted international accounting standards, the standards referred to in Article 35(5) or that country’s national accounting standards that are equivalent to UK-adopted international accounting standards.”.

14.  In Annex 27, in item 11.1—

(a) in the first subparagraph, for the words from “according to” to “Union,” substitute “in accordance with the required accounting standards,”;

(b) after the first subparagraph insert—

“For issuers established in the United Kingdom, the required accounting standards are—

(a) in relation to financial years beginning on or before the day on which exit day falls, the standards required by Article 35, and

(b) in relation to financial years beginning after the day on which exit day falls, UK-adopted international accounting standards, or if not applicable, UK accounting standards.”

(c) in the subparagraph beginning “For third country”, for the words from the beginning to “these standards,” substitute “For issuers established in a country outside the United Kingdom, a statement that such financial information has been prepared and audited in accordance with the required accounting standards,”;

(d) at the end insert—

“For issuers established in a country outside the United Kingdom, the required accounting standards are—

(a) in relation to financial years beginning on or before the day on which exit day falls, the standards required by Article 35, and

(b) in relation to financial years beginning after the day on which exit day falls, UK-adopted international accounting standards, the standards referred to in Article 35(5) or that country’s national accounting standards that are equivalent to UK-adopted international accounting standards.”

15.—(1) Annex 28 is amended as follows.

(2) In item 9, for “Article 46 of Directive 78/660/EEC and Article 36 of Directive 83/349/EEC” substitute “Part 15 of the Companies Act 2006”.

(3) In item 19—

(a) in the first subparagraph, for the words from “If” to “do not apply” substitute “If UK-adopted international accounting standards or, in relation to financial years beginning on or before the day on which exit day falls, International Accounting Standards adopted according to Regulation (EC) No 1606/2002 as it applies in the European Union, do not apply”;

(b) in the second subparagraph, for the words from “If” to “apply” substitute “If UK-adopted international accounting standards or, in relation to financial years beginning on or before the day on which exit day falls, International Accounting Standards adopted according to Regulation (EC) No 1606/2002 as it applies in the European Union, apply”.

(4) In item 20.1—

(a) in the first subparagraph, for the words from “according to” to “Union,” substitute “in accordance with the required accounting standards,”;

(b) after the first subparagraph insert—

“For issuers established in the United Kingdom, the required accounting standards are—

(a) in relation to financial years beginning on or before the day on which exit day falls, the standards required by Article 35, and

(b) in relation to financial years beginning after the day on which exit day falls, UK-adopted international accounting standards, or if not applicable, UK accounting standards.”.

(c) in the subparagraph beginning “For third country”, for the words from the beginning to “these standards,” substitute “For issuers established in a country outside the United Kingdom, a statement that such financial information has been prepared and audited in accordance with the required accounting standards,”;

(d) at the end insert—

“For issuers established in a country outside the United Kingdom, the required accounting standards are—

(a) in relation to financial years beginning on or before the day on which exit day falls, the standards required by Article 35, and

(b) in relation to financial years beginning after the day on which exit day falls, UK-adopted international accounting standards, the standards referred to in Article 35(5) or that country’s national accounting standards that are equivalent to UK-adopted international accounting standards.”.

16.—(1) Annex 29 is amended as follows.

(2) In both the headings, for “Article 1(2)(j) of Directive 2003/71/EC” substitute “paragraph 5 of Schedule 11A to FSMA 2000”.

(3) In item 11, for the words from “according to” to the end substitute “in accordance with UK-adopted international accounting standards or, if not applicable, UK accounting standards or, in relation to financial years beginning on or before the day on which exit day falls, as mentioned in Article 35.”.

Regulations 70 to 72

SCHEDULE 2 Transfer of functions to the Treasury and the FCA

PART 1 Interpretation

1.  In this Schedule—

“the prospectus regulation” means Commission Regulation (EC) No 809/2004 of 29 April 2004 implementing Directive 2003/71/EC of the European Parliament and of the Council as regards information contained in prospectuses as well as the format, incorporation by reference and publication of such prospectuses and dissemination of advertisements;

“the Prospectus Rules sourcebook” means the Prospectus Rules sourcebook made under FSMA 2000 by the FCA, as it has effect on exit day;

“the Disclosure Guidance and Transparency Rules sourcebook” means the Disclosure Guidance and Transparency Rules sourcebook made under FSMA 2000 by the FCA, as it has effect on exit day.

PART 2 Directive functions transferred to the Treasury

2.  The following purposes are specified for the purposes of regulation 71.

3.  In order to take account of developments on financial markets, to adjust the limits in paragraphs 8 and 9 of Schedule 11A to FSMA 2000(1).

4.  In order to take account of developments on financial markets, to amend the amounts specified in—

(a) the definition of “small and medium-sized enterprises” in regulation 2(A8) of the prospectus regulation, and

(b) the definition of “company with reduced market capitalisation” in regulation 2(A16) of the prospectus regulation (2).

5.  In order to take account of developments on financial markets, including inflation, to amend the thresholds in section 86(1)(c) to (e) of FSMA 2000(3).

6.  In order to take account of developments on financial markets, to specify the criteria to be taken into account in the assessment of the equivalence for the purposes of rule 1.2.2 of the Prospectus Rules sourcebook or to add further criteria to be applied(4).

7.  To make provision about the specific information which must be included in a prospectus, avoiding duplication of information where a prospectus is composed of separate documents(5).

8.  In order to take account of developments on financial markets, to specify the requirements to be met in cases where the FCA authorises the omission of information from the prospectus under section 87B(1) of FSMA 2000(6).

9.  To establish general equivalence criteria for the purposes of rule 4.2.1 of the Prospectus Rules sourcebook and state that a country or territory outside the United Kingdom ensures the required equivalence(7).

10.  To establish for the purposes of transparency rules an indicative list of means that are not to be considered electronic means(8).

11.  In order to take account of developments on financial markets, to specify the conditions under which an annual financial report, published in accordance with an obligation imposed by virtue of section 89C of FSMA 2000, including the audit report, must remain available to the public and to adapt the period referred to in rule 4.1.4 of the Disclosure Guidance and Transparency Rules sourcebook(9).

12.  In order to take account of developments on financial markets, to specify the requirements to be met by the half-yearly financial reports required by virtue of section 89C of FSMA 2000, to specify the conditions under which such a report, including the auditors’ review, must remain available to the public, to clarify the nature of the auditors’ review, to specify the minimum contents of the condensed balance sheet and profit and loss accounts and explanatory notes on those accounts, and to adapt the period referred to in rule 4.2.2(3) of the Disclosure Guidance and Transparency Rules sourcebook(10).

13.  In order to take account of developments on financial markets, to do one or more of the following—

(a) to specify requirements to be met by shareholders when giving notification to the issuer of the proportion of voting rights as a result of events changing the breakdown of voting rights, and on the basis of the information disclosed pursuant to rule 5.6.1 of the Disclosure Guidance and Transparency Rules sourcebook;

(b) to specify requirements to be complied with in order for an issuer to benefit from the exemption in rule 5.1.3 (1) or (2) of that sourcebook;

(c) to specify requirements to be complied with in order for an issuer to benefit from the exemption in rule 5.1.3(3) of that sourcebook;

(d) to specify the maximum length of the settlement cycle referred to in rule 5.1.3(1) of that sourcebook;

(e) to draw up a list of the events changing the breakdown of voting rights and giving rise to an obligation to notify the issuer in accordance with rule 5.1.2 of that sourcebook(11).

14.  In order to take account of developments on financial markets, to do one or more of the following—

(a) to make provision for the publication by the FCA of a calendar of trading days in each regulated market;

(b) to establish in which cases the shareholder, or the person regarded by virtue of section 89F(1)(b)(ii) of FSMA 2000 as holding voting rights in respect of shares, or both, are to give any notification to the issuer that is required by virtue of section 89B of that Act(12);

(c) to clarify the circumstances under which the shareholder, or the person regarded by virtue of section 89F(1)(b)(ii) of that Act as holding voting rights in respect of shares, should have learned of the acquisition or disposal of voting rights(13).

15.  To clarify the conditions of independence to be complied with by management companies and their parent undertakings or by investment firms and their parent undertakings in order to benefit from rule 5.4.1 or 5.4.2 of the Disclosure Guidance and Transparency Rules sourcebook(14).

16.  To specify the contents of the notification to be made, the notification period, and to whom the notification is to be made, under rule 5.3.1 of the Disclosure Guidance and Transparency Rules sourcebook(15).

17.  In order to take account of developments on financial markets, to specify the requirements that must be imposed on issuers by transparency rules made by virtue of section 89D of FSMA 2000(16).

18.  In order to take account of developments on financial markets and developments in information and communication technology, to specify requirements that must be imposed by Section 1 of Chapter 6 of the Disclosure Guidance and Transparency Rules sourcebook, so far as relating to issuers of shares or debt securities(17).

19.  To specify the minimum standards for—

(a) the dissemination of information in accordance with Section 3 of Chapter 6 of the Disclosure Guidance and Transparency Rules sourcebook;

(b) the central storage mechanism required by section 89W of FSMA 2000(18).

20.  To establish general criteria for the purposes of section 89A(4A) of FSMA 2000 in relation to financial statements and information required under the law, regulations or administrative provisions of a country or territory outside the United Kingdom and to state that, by reason of its domestic law, its administrative provisions, or practices or procedures based on international standards set by international organisations, a country or territory outside the United Kingdom ensures equivalent information requirements(19).

PART 3 Directive functions transferred to FCA

21.  The following purposes are specified for the purposes of regulation 72.

22.  To make provision about the exemptions from the obligation to publish a prospectus that are contained in rule 1.2.2 or rule 1.2.3(2) to (6) of the Prospectus Rules sourcebook(20).

23.  To specify a uniform template for presentation of any summary required under section 84 of FSMA 2000(21).

24.  To ensure uniform application of the requirements imposed under section 84 of the FSMA 2000 as to the content of documents(22).

25.  To ensure uniform application of the provisions authorising the omission of certain information from the prospectus(23).

26.  To specify the information that may be incorporated in the prospectus by reference to one or more previously or simultaneously published documents(24).

27.  To specify the procedures for the approval of the prospectus and the conditions in accordance with which time limits may be adjusted(25).

28.  To specify the provisions relating to the publication of the prospectus(26).

29.  To specify the provisions concerning the dissemination of advertisements announcing the intention to offer securities to the public or the admission to trading on a regulated market, in particular before the prospectus has been made available to the public or before the opening of the subscription(27).

30.  To specify for the purposes of section 87G of FSMA 2000 situations where a significant new factor, material mistake or inaccuracy relating to the information included in the prospectus requires a supplement to the prospectus to be published(28).

31.  To specify the electronic reporting format for annual financial reports published in accordance with an obligation imposed by virtue of section 89C(2) of FSMA 2000(29).

32.  To specify the method of calculating any percentage threshold applying for the purposes of rule 5.1.3 of the Disclosure Guidance and Transparency Rules sourcebook(30).

33.  To establish standard forms, templates and procedures to be used when—

(a) notifying required information to the issuer under transparency rules made by virtue of section 89B of FSMA 2000, or

(b) notifying the FCA under transparency rules made by virtue of section 89B of FSMA 2000(31).

34.  To specify for the purposes of rule 5.3.3A of the Disclosure Guidance and Transparency Rules sourcebook—

(a) the method for calculating the number of voting rights in the case of financial instruments referenced to a basket of shares or an index, and

(b) the methods for determining delta for the purposes of calculating voting rights relating to financial instruments which provide exclusively for a cash settlement(32).

35.  To specify the cases in which the exemptions laid down in rules 5.1.3, 5.4.1, 5.4.2 and 5.8.6 of the Disclosure Guidance and Transparency Rules sourcebook apply to financial instruments held by a person fulfilling orders received from clients or responding to a client’s request to trade otherwise than on a proprietary basis, or hedging positions arising out of such dealings(33).

(1)

This function is transferred from Article 1(4) of Directive 2003/71/EC.

(2)

This function is transferred from Article 2(4) of Directive 2003/71/EC.

(3)

This function is transferred from Article 3(4) of Directive 2003/71/EC.

(4)

This function is transferred from Article 4(1) of Directive 2003/71/EC.

(5)

This function is transferred from Article 7(1) of Directive 2003/71/EC.

(6)

This function is transferred from Article 8(4) of Directive 2003/71/EC.

(7)

This function is transferred from Article 20(3) of Directive 2003/71/EC.

(8)

This function is transferred from Article 2(3)(b) of Directive 2004/109/EC.

(9)

This function is transferred from Article 4(6) of Directive 2004/109/EC.

(10)

This function is transferred from Article 5(6) of Directive 2004/109/EC.

(11)

These functions are transferred from Article 9(7) of Directive 2004/109/EC.

(12)

This function is transferred from Article 12(8)(c) of Directive 2004/109/EC.

(13)

This function is transferred from Article 12(8)(d) of Directive 2004/109/EC.

(14)

This function is transferred from Article 12(8)(e) of Directive 2004/109/EC.

(15)

This function is transferred from Article 13(2) of Directive 2004/109/EC.

(16)

This function is transferred from Article 14(2) of Directive 2004/109/EC.

(17)

This function is transferred from Articles 17(4) and 18(5) of Directive 2004/109/EC.

(18)

This function is transferred from Article 21(4)(a) and (b) of Directive 2004/109/EC.

(19)

This function is transferred from Article 23(4) of Directive 2004/109/EC.

(20)

This function is transferred from Article 4(3) of Directive 2003/71/EC.

(21)

This function is transferred from Article 5(2) of Directive 2003/71/EC.

(22)

This function is transferred from Article 7(4) of Directive 2003/71/EC.

(23)

This function is transferred from Article 8(5) of Directive 2003/71/EC.

(24)

This function is transferred from Article 11(3) of Directive 2003/71/EC.

(25)

This function is transferred from Article 13(7) of Directive 2003/71/EC.

(26)

This function is transferred from Article 14(8) of Directive 2003/71/EC.

(27)

This function is transferred from Article 15(7) of Directive 2003/71/EC.

(28)

This function is transferred from Article 16(3) of Directive 2003/71/EC.

(29)

This function is transferred from Article 4(7) of Directive 2004/109/EC.

(30)

This function is transferred from Article 9(6b) of Directive 2004/109/EC.

(31)

These functions are transferred from Articles 12(9) and 13(3) of Directive 2004/109/EC.

(32)

This function is transferred from Article 13(1a) of Directive 2004/109/EC.

(33)

This function is transferred from Article 13(4) of Directive 2004/109/EC.