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Part VIU.K. Official Listing

Modifications etc. (not altering text)

C1Pt. 6 (ss. 72-103) applied (with modifications) (1.12.2001) by S.I. 1995/1537, Sch. 4 (as amended (1.12.2001) by S.I. 2001/3649, arts. 1, 511)

MiscellaneousU.K.

96 Obligations of issuers of listed securities.U.K.

(1)Listing rules may—

(a)specify requirements to be complied with by issuers of listed securities; and

(b)make provision with respect to the action that may be taken by the [F1FCA] in the event of non-compliance.

(2)If the rules require an issuer to publish information, they may include provision authorising the [F1FCA] to publish it in the event of his failure to do so.

(3)This section applies whenever the listed securities were admitted to the official list.

Textual Amendments

F1Words in ss. 89A-97 substituted (24.1.2013 for specified purposes, 1.4.2013 in so far as not already in force) by Financial Services Act 2012 (c. 21), ss. 16(2)(3)(g), 122(3) (with Sch. 20); S.I. 2013/113, art. 2(1)(c), Sch. Pt. 3; S.I. 2013/423, art. 3, Sch.

[F2 96A Disclosure of information requirementsU.K.

(1)Disclosure rules must include provision specifying the disclosure of information requirements to be complied with by—

(a)issuers who have requested or approved admission of their financial instruments to trading on a regulated market in the United Kingdom;

(b)persons acting on behalf of or for the account of such issuers;

(c)persons discharging managerial responsibilities within an issuer—

(i)who is registered in the United Kingdom and who has requested or approved admission of its shares to trading on a regulated market; or

(ii) who is not registered in the United Kingdom or any other EEA State but who has requested or approved admission of its shares to trading on a regulated market and [F3 whose home State is the United Kingdom];

(d)persons connected to such persons discharging managerial responsibilities.

(2)The rules must in particular—

(a)require an issuer to publish specified inside information;

(b)require an issuer to publish any significant change concerning information it has already published in accordance with paragraph (a);

(c)allow an issuer to delay the publication of inside information in specified circumstances;

(d)require an issuer (or a person acting on his behalf or for his account) who discloses inside information to a third party to publish that information without delay in specified circumstances;

(e)require an issuer (or person acting on his behalf or for his account) to draw up a list of those persons working for him who have access to inside information relating directly or indirectly to that issuer; and

(f)require persons discharging managerial responsibilities within an issuer falling within subsection (1)(c)(i) or (ii), and persons connected to such persons discharging managerial responsibilities, to disclose transactions conducted on their own account in shares of the issuer, or derivatives or any other financial instrument relating to those shares.

(3)Disclosure rules may make provision with respect to the action that may be taken by the [F1FCA] in respect of non-compliance.]

Textual Amendments

F1Words in ss. 89A-97 substituted (24.1.2013 for specified purposes, 1.4.2013 in so far as not already in force) by Financial Services Act 2012 (c. 21), ss. 16(2)(3)(g), 122(3) (with Sch. 20); S.I. 2013/113, art. 2(1)(c), Sch. Pt. 3; S.I. 2013/423, art. 3, Sch.

F3Words in s. 96A(1)(c)(ii) substituted (1.7.2012) by The Prospectus Regulations 2012 (S.I. 2012/1538), regs. 1(1), 8

Modifications etc. (not altering text)

C2S. 96A modified (22.2.2008) by The Northern Rock plc Transfer Order 2008 (S.I. 2008/432), art. 17(1), Sch. para. 4(a)

C3S. 96A modified (29.9.2008 at 8.00 a.m.) by The Bradford & Bingley plc Transfer of Securities and Property etc. Order 2008 (S.I. 2008/2546), art. 13(1)(3), Sch. 1 para. 4(a)

C4S. 96A modified (7.10.2008 at 9.30 a.m.) by The Heritable Bank plc Transfer of Certain Rights and Liabilities Order 2008 (S.I. 2008/2644), art. 26, Sch. 2 para. 4(a)

C5S. 96A modified (30.3.2009 at 8.00 a.m.) by The Amendments to Law (Resolution of Dunfermline Building Society) Order 2009 (S.I. 2009/814), art. 7, Sch. para. 4(a)

[F296B[F4Disclosure rules: persons responsible for compliance]U.K.

(1)[F5For the purposes of the provisions of this Part relating to disclosure rules], a “person discharging managerial responsibilities within an issuer” means—

(a)a director of an issuer falling within section 96A(1)(c)(i) or (ii); or

(b)a senior executive of such an issuer who—

(i)has regular access to inside information relating, directly or indirectly, to the issuer, and

(ii)has power to make managerial decisions affecting the future development and business prospects of the issuer.

[F6(2)Schedule 11B (connected persons) has effect for the purposes of the provisions of this Part relating to disclosure rules.]

Textual Amendments

F4Words in s. 96B heading substituted (8.11.2006) by Companies Act 2006 (c. 46), ss. 1272, 1300(1)(a), Sch. 15 para. 7(a)

F5Words in s. 96B(1) substituted (8.11.2006) by Companies Act 2006 (c. 46), ss. 1272, 1300(1)(a), Sch. 15 para. 7(b)

Modifications etc. (not altering text)

C6S. 96B modified (22.2.2008) by The Northern Rock plc Transfer Order 2008 (S.I. 2008/432), art. 17(1), Sch. para. 4(b)

C7S. 96B modified (29.9.2008 at 8.00 a.m.) by The Bradford & Bingley plc Transfer of Securities and Property etc. Order 2008 (S.I. 2008/2546), art. 13(1)(3), Sch. 1 para. 4(b)

C8S. 96B modified (7.10.2008 at 9.30 a.m.) by The Heritable Bank plc Transfer of Certain Rights and Liabilities Order 2008 (S.I. 2008/2644), art. 26, Sch. 2 para. 4(b)

C9S. 96B modified (30.3.2009 at 8.00 a.m.) by The Amendments to Law (Resolution of Dunfermline Building Society) Order 2009 (S.I. 2009/814), art. 7, Sch. para. 4(b)

96CSuspension of tradingU.K.

(1)The [F1FCA] may, in accordance with disclosure rules, suspend trading in a financial instrument.

(2)If the [F1FCA] does so, the issuer of that financial instrument may refer the matter to the Tribunal.

(3)The provisions relating to suspension of listing of securities in section 78 apply to the suspension of trading in a financial instrument and the references to listing and securities are to be read as references to trading and financial instruments respectively for the purposes of this section.]

Textual Amendments

F1Words in ss. 89A-97 substituted (24.1.2013 for specified purposes, 1.4.2013 in so far as not already in force) by Financial Services Act 2012 (c. 21), ss. 16(2)(3)(g), 122(3) (with Sch. 20); S.I. 2013/113, art. 2(1)(c), Sch. Pt. 3; S.I. 2013/423, art. 3, Sch.

97 Appointment by [F1FCA] of persons to carry out investigations.U.K.

(1)Subsection (2) applies if it appears to the [F1FCA] that there are circumstances suggesting that—

[F7(a)there may have been a contravention of—

(i)a provision of this Part or of Part 6 rules, or

(ii)a provision otherwise made in accordance with the prospectus directive or the transparency obligations directive;

(b)a person who was at the material time a director of a person mentioned in section 91(1), (1ZA)(a), (1A) or (1B) has been knowingly concerned in a contravention by that person of—

(i)a provision of this Part or of Part 6 rules, or

(ii)a provision otherwise made in accordance with the prospectus directive or the transparency obligations directive;]

(c)F8. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(d)there may have been a contravention of section [F985 or 87G] .

(2)The [F1FCA] may appoint one or more competent persons to conduct an investigation on its behalf.

(3)Part XI applies to an investigation under subsection (2) as if—

(a)the investigator were appointed under section 167(1);

(b)references to the investigating authority in relation to him were to the [F1FCA];

(c)references to the offences mentioned in section 168 were to those mentioned in subsection (1)(d);

(d)references to an authorised person were references to the person under investigation.

Textual Amendments

F1Words in ss. 89A-97 substituted (24.1.2013 for specified purposes, 1.4.2013 in so far as not already in force) by Financial Services Act 2012 (c. 21), ss. 16(2)(3)(g), 122(3) (with Sch. 20); S.I. 2013/113, art. 2(1)(c), Sch. Pt. 3; S.I. 2013/423, art. 3, Sch.

F7S. 97(1)(a)(b) substituted (8.11.2006) by Companies Act 2006 (c. 46), ss. 1272, 1300(1)(a), Sch. 15 para. 8

F9Words in s. 97(1)(d) substituted (1.4.2013) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 18 para. 7 (with Sch. 20); S.I. 2013/423, art. 3, Sch.

F1098 Advertisements etc. in connection with listing applications.U.K.

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Textual Amendments

F1199 Fees.U.K.

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Textual Amendments

F11S. 99 omitted (24.1.2013 for specified purposes, 1.4.2013 in so far as not already in force) by virtue of Financial Services Act 2012 (c. 21), ss. 16(14)(c), 122(3) (with Sch. 20); S.I. 2013/113, art. 2(1)(c), Sch. Pt. 3; S.I. 2013/423, art. 3, Sch.

F12100 Penalties.U.K.

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Textual Amendments

F12S. 100 omitted (24.1.2013 for specified purposes, 1.4.2013 in so far as not already in force) by virtue of Financial Services Act 2012 (c. 21), ss. 16(14)(d), 122(3) (with Sch. 20); S.I. 2013/113, art. 2(1)(c), Sch. Pt. 3; S.I. 2013/423, art. 3, Sch.

[F13100AExercise of powers where UK is host member stateU.K.

(1)This section applies to the exercise by the [F14FCA] of any power under this Part exercisable in case of infringement of—

(a)a provision of prospectus rules or any other provision made in accordance with the prospectus directive, or

(b)a provision of transparency rules or any other provision made in accordance with the transparency obligations directive,

in relation to an issuer whose home State is a member State other than the United Kingdom.

(2)The [F15FCA] may act in such a case only in respect of the infringement of a provision required by the relevant directive.

Any reference to an applicable provision or applicable transparency obligation shall be read accordingly.

[F16(3)If [F17the FCA] finds that there has been such an infringement, it must—

(a)give a notice to that effect to the competent authority of the person’s home State requesting it—

(i)to take all appropriate measures for the purpose of ensuring that the person remedies the situation that has given rise to the notice, and

(ii)to inform [F17the FCA] of the measures it proposes to take or has taken or the reasons for not taking such measures, and

(b)notify ESMA.]

(4)[F18The FCA] may not act further unless satisfied—

(a)that the competent authority of the person's home State has failed or refused to take measures for the purpose mentioned in subsection (3)(a), or

(b)that the measures taken by that authority have proved inadequate for that purpose.

This does not affect exercise of the powers under section 87K(2), 87L(2) or (3) or 89L(2) or (3) (powers to protect market).

(5)If [F19the FCA] is so satisfied, it must, after informing the competent authority of the person's home State [F20and ESMA], take all appropriate measures to protect investors.

(6)In such a case [F21the FCA] must inform the Commission [F22and ESMA] of the measures at the earliest opportunity.]

Textual Amendments

F13S. 100A inserted (8.11.2006) by Companies Act 2006 (c. 46), ss. 1271, 1300(1)(a)

F14Word in s. 100A(1) substituted (24.1.2013 for specified purposes, 1.4.2013 in so far as not already in force) by Financial Services Act 2012 (c. 21), ss. 16(12)(a), 122(3) (with Sch. 20); S.I. 2013/113, art. 2(1)(c), Sch. Pt. 3; S.I. 2013/423, art. 3, Sch.

F15Word in s. 100A(2) substituted (24.1.2013 for specified purposes, 1.4.2013 in so far as not already in force) by Financial Services Act 2012 (c. 21), ss. 16(12)(a), 122(3) (with Sch. 20); S.I. 2013/113, art. 2(1)(c), Sch. Pt. 3; S.I. 2013/423, art. 3, Sch.

F17Word in s. 100A(3) substituted (24.1.2013 for specified purposes, 1.4.2013 in so far as not already in force) by Financial Services Act 2012 (c. 21), ss. 16(12)(b), 122(3) (with Sch. 20); S.I. 2013/113, art. 2(1)(c), Sch. Pt. 3; S.I. 2013/423, art. 3, Sch.

F18Words in s. 100A(4) substituted (24.1.2013 for specified purposes, 1.4.2013 in so far as not already in force) by Financial Services Act 2012 (c. 21), ss. 16(12)(c), 122(3) (with Sch. 20); S.I. 2013/113, art. 2(1)(c), Sch. Pt. 3; S.I. 2013/423, art. 3, Sch.

F19Words in s. 100A(5) substituted (24.1.2013 for specified purposes, 1.4.2013 in so far as not already in force) by Financial Services Act 2012 (c. 21), ss. 16(12)(d), 122(3) (with Sch. 20); S.I. 2013/113, art. 2(1)(c), Sch. Pt. 3; S.I. 2013/423, art. 3, Sch.

F21Words in s. 100A(6) substituted (24.1.2013 for specified purposes, 1.4.2013 in so far as not already in force) by Financial Services Act 2012 (c. 21), ss. 16(12)(d), 122(3) (with Sch. 20); S.I. 2013/113, art. 2(1)(c), Sch. Pt. 3; S.I. 2013/423, art. 3, Sch.

101 Listing rules: general provisions.U.K.

F23(1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(2)[F24Part 6 rules] may authorise the [F25FCA] to dispense with or modify the application of the rules in particular cases and by reference to any circumstances.

F26(3). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F26(4). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F26(5). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F26(6). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F26(7). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F26(8). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F23S. 101(1) omitted (24.1.2013 for specified purposes, 1.4.2013 in so far as not already in force) by virtue of Financial Services Act 2012 (c. 21), ss. 16(14)(e), 122(3) (with Sch. 20); S.I. 2013/113, art. 2(1)(c), Sch. Pt. 3; S.I. 2013/423, art. 3, Sch.

F25Words in s. 101(2) substituted (24.1.2013 for specified purposes, 1.4.2013 in so far as not already in force) by Financial Services Act 2012 (c. 21), ss. 16(2)(3)(h), 122(3) (with Sch. 20); S.I. 2013/113, art. 2(1)(c), Sch. Pt. 3; S.I. 2013/423, art. 3, Sch.

F26S. 101(3)-(8) omitted (24.1.2013 for specified purposes, 1.4.2013 in so far as not already in force) by virtue of Financial Services Act 2012 (c. 21), ss. 16(14)(e), 122(3) (with Sch. 20); S.I. 2013/113, art. 2(1)(c), Sch. Pt. 3; S.I. 2013/423, art. 3, Sch.

F27102 Exemption from liability in damages.U.K.

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Textual Amendments

F27S. 102 omitted (24.1.2013 for specified purposes, 1.4.2013 in so far as not already in force) by virtue of Financial Services Act 2012 (c. 21), ss. 16(14)(f), 122(3) (with Sch. 20); S.I. 2013/113, art. 2(1)(c), Sch. Pt. 3; S.I. 2013/423, art. 3, Sch.