Regulations 70 to 72
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.
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).
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).
This function is transferred from Article 1(4) of Directive 2003/71/EC.
This function is transferred from Article 2(4) of Directive 2003/71/EC.
This function is transferred from Article 3(4) of Directive 2003/71/EC.
This function is transferred from Article 4(1) of Directive 2003/71/EC.
This function is transferred from Article 7(1) of Directive 2003/71/EC.
This function is transferred from Article 8(4) of Directive 2003/71/EC.
This function is transferred from Article 20(3) of Directive 2003/71/EC.
This function is transferred from Article 2(3)(b) of Directive 2004/109/EC.
This function is transferred from Article 4(6) of Directive 2004/109/EC.
This function is transferred from Article 5(6) of Directive 2004/109/EC.
These functions are transferred from Article 9(7) of Directive 2004/109/EC.
This function is transferred from Article 12(8)(c) of Directive 2004/109/EC.
This function is transferred from Article 12(8)(d) of Directive 2004/109/EC.
This function is transferred from Article 12(8)(e) of Directive 2004/109/EC.
This function is transferred from Article 13(2) of Directive 2004/109/EC.
This function is transferred from Article 14(2) of Directive 2004/109/EC.
This function is transferred from Articles 17(4) and 18(5) of Directive 2004/109/EC.
This function is transferred from Article 21(4)(a) and (b) of Directive 2004/109/EC.
This function is transferred from Article 23(4) of Directive 2004/109/EC.
This function is transferred from Article 4(3) of Directive 2003/71/EC.
This function is transferred from Article 5(2) of Directive 2003/71/EC.
This function is transferred from Article 7(4) of Directive 2003/71/EC.
This function is transferred from Article 8(5) of Directive 2003/71/EC.
This function is transferred from Article 11(3) of Directive 2003/71/EC.
This function is transferred from Article 13(7) of Directive 2003/71/EC.
This function is transferred from Article 14(8) of Directive 2003/71/EC.
This function is transferred from Article 15(7) of Directive 2003/71/EC.
This function is transferred from Article 16(3) of Directive 2003/71/EC.
This function is transferred from Article 4(7) of Directive 2004/109/EC.
This function is transferred from Article 9(6b) of Directive 2004/109/EC.
These functions are transferred from Articles 12(9) and 13(3) of Directive 2004/109/EC.
This function is transferred from Article 13(1a) of Directive 2004/109/EC.
This function is transferred from Article 13(4) of Directive 2004/109/EC.