Regulation 66
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.”.