The Financial Services and Markets Act 2000 (Official Listing of Securities) Regulations 2001

Explanatory Note

(This note is not part of the Regulations)

Part VI of the Financial Services and Markets Act 2000 (c. 8) (“the Act”) replaces Part IV of the Financial Services Act 1986 (“the 1986 Act”) in relation to the official listing of securities. Like that Part, it implements Council Directive No. 79/279/EEC (OJ No. L66, 16.3.1979, p.21), Council Directive No. 80/390/EEC (OJ No. L 100, 17.4.1980, p.1) and Council Directive No. 82/121/EEC (OJ No. L 48, 20.2.1982, p.26) and partly implements Council Directive No. 89/298/EEC (OJ No. L124, 5.5.1989, p.8). Council Directive No. 80/390/EEC has been amended by Council Directives 82/148/EEC, 87/345/EEC and 90/211/EEC (OJ Nos. L62, 5.3.1982, p.22, L185, 4.7.1987 p.81, and L112, 3.5.1990, p.24) and Parliament Directive 94/18/EC (OJ No. L135, 31.5.1994, p.1).

Part 2 of the Regulations makes various provisions for the purposes of Part VI of the Act, broadly continuing the effect of provisions currently in sections 142 and 143 of the 1986 Act. Regulation 3 prescribes private companies and old public companies as bodies which may not apply for their securities to be admitted to the official list. Regulation 4 defines who is an “issuer” of securities for the purposes of Part VI of the Act (and, by virtue of regulation 2(1), for the purposes of the Regulations themselves). Regulation 5 defines an “approved exchange” for the purposes of Schedule 9 of the Act (which modifies Part VI of and Schedule 10 to the Act in their application to non-listing prospectuses under section 87).

Part 3 of the Regulations prescribes the persons responsible for listing particulars and supplementary listing particulars. It broadly carries forward the existing provisions (mainly from section 152 of the 1986 Act) although with some changes. In particular regulation 9 replaces the old provision about “international securities” with a new provision covering a wider category of “specialist securities”, defined by reference to listing rules made for the purposes of section 82 of the Act. Following the approach of the 1986 Act, regulation 10 also applies Part 3 to prospectuses (including non-listing prospectuses under section 87). Persons who are responsible for such documents may be required to pay compensation under section 90 of the Act to a person who suffers loss because the document contains false or misleading information. In some cases the Regulations make a director of an issuer responsible for listing particulars etc. There is a definition of “director” in section 417(1) of the 2000 Act which includes shadow directors.

Schedule 11 to the Act broadly carries forward the effect of Schedule 11A to the 1986 Act (inserted by the Public Offers of Securities Regulations 1995 (S.I. No. 1995/1537)). It sets out situations where an offer of securities is not to be treated as being made to the public in the United Kingdom, and where accordingly no prospectus is required under section 84. Part 4 of the Regulations prescribes certain matters for the purposes of Schedule 11. Regulation 11 defines various terms used in paragraph 16 of Schedule 11 to the Act (offers of securities to qualifying persons). Regulation 12 sets out the categories of advertisements which are permitted for the purposes of paragraph 20 of that Schedule (offers of Euro-securities), by reference to the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (S.I. 2001/1335) (“the Financial Promotion Order”).

Further provision is made in connection with section 87 of and Schedule 11 to the Act in the Financial Services and Markets Act 2000 (Offers of Securities) Order 2001 (S.I. 2001/2958). Transitional provisions in relation to Part VI of the Act are contained in the Financial Services and Markets Act 2000 (Official Listing of Securities) (Transitional Provisions) Order 2001 (S.I. 2001/2957).