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Companies Act 2006

Section 1268: Powers exercisable in case of infringement of transparency obligation

1627.Section 1268 inserts four new sections into Part 6 of FSMA: sections 89K to 89N.

1628.The four new sections set out the Authority’s powers in case of infringement of transparency obligations. Section 89K enables the Authority to make a public statement if an issuer is failing or has failed to comply with its obligations. It may only do so after it has issued a warning notice to the issuer (subsection (2)), and after any representations from the issuer, it has provided the issuer with a decision notice (subsection (3)). Subsection (4) requires the Authority to provide the issuer with notice that it has a right to refer the matter to the Tribunal.

1629.New section 89L gives the Authority the power, in certain circumstances, to suspend or prohibit trading of securities admitted to trading on a regulated market, or to request the market operator to suspend or prohibit such trading. The powers are to be used where the Authority suspects (subsections (2) and (3)) or finds (subsection 4) applicable breaches of transparency obligations. The Authority’s powers to request a market operator to prohibit trading could be used where and issuer whose home member State is the UK is listed in another EEA State.

1630.Section 89M sets out the procedures relating to the suspension and prohibition powers of the Authority set out in section 89L.

1631.New section 89N sets out the right for those who receive a decision notice or a notice under section 89M to refer matters to the Tribunal.

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