F11Part 18ASUSPENSION AND REMOVAL OF FINANCIAL INSTRUMENTS FROM TRADING
313AF13FCA's power to require suspension or removal of financial instruments from trading
1
The F12FCA may, for the purpose of protecting—
a
the interests of investors, or
b
the orderly functioning of the financial markets,
require an institution F1or a class of institutions to suspend or remove a financial instrument from trading.
F22
If the F12FCA exercises the power conferred by subsection (1), the matter may be referred to the Tribunal by—
a
the institution or, as the case may be, any institution in the class, or
b
the issuer of the financial instrument (if any).
3
In this section, “trading” includes trading otherwise than on a F16trading venue .
313BSuspension or removal of financial instruments from trading: procedure
1
A requirement imposed on an institution under section 313A (a “relevant requirement”) takes effect—
a
immediately, if the notice given under subsection (2) states that this is the case;
b
in any other case, on such date as may be specified in the notice.
2
If the F12FCA proposes to impose a relevant requirement on an institution, F3or a class of institutions, or imposes such a requirement with immediate effect, it must give written notice toF4 give notice—
a
by written notice to—
i
the institution or, as the case may be, each institution in the class, and
ii
the issuer of the financial instrument in question (if any); or
b
by publishing a notice by means of a regulatory information service.
3
F5A notice given under subsection (2)(a) must—
a
give details of the relevant requirement;
b
state the F13FCA's reasons for imposing the requirement and choosing the date on which it took effect or takes effect;
c
inform the recipient that he may make representations to the F12FCA within such period as may be specified by the notice (whether or not he has referred the matter to the Tribunal);
d
inform him of the date on which the requirement took effect or takes effect; and
e
inform him of his right to refer the matter to the Tribunal and give an indication of the procedure on such a reference.
F63A
A notice published under subsection (2)(b) must—
a
give details of the relevant requirement;
b
specify the institution, or the class of institutions, to which it applies;
c
state the F13FCA's reasons for imposing the requirement and choosing the date on which it took effect or takes effect;
d
state that any institution to which the requirement applies or the issuer of the financial instrument in question may make representations to the F12FCA within such period as may be specified by the notice (whether or not the institution or the issuer has referred the matter to the Tribunal);
e
state the date on which the requirement took effect or takes effect; and
f
state that any institution to which the requirement applies or the issuer of the financial instrument in question has a right to refer the matter to the Tribunal, and give an indication of the procedure on such a reference.
4
The F12FCA may extend the period within which representations may be made to it.
5
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12
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313BAF10Procedure following consideration of representations
1
This section applies where, within the period specified under section 313B(3), (3A) or (4), representations are made to the F12FCA in relation to a requirement that it has proposed to impose or has imposed under section 313A.
2
The F12FCA must decide whether to impose the requirement or (in the case of a requirement that has been imposed) whether to revoke it.
3
In the case of a requirement that the F12FCA has proposed to impose on a class of institutions, the F12FCA may decide to impose the requirement—
a
on the class;
b
on the class apart from one or more specified members of it; or
c
only on one or more specified members of the class.
4
In the case of a requirement that the F12FCA has imposed on a class of institutions, the F12FCA may decide to revoke it in relation to—
a
the class;
b
the class apart from one or more specified members of it; or
c
one or more specified members of the class only.
5
The F12FCA must give written notice of its decision to—
a
any institution which has made representations, and
b
the issuer of the financial instrument in question (if any).
6
In the case of a requirement that the F12FCA has proposed to impose or has imposed on a class, the F12FCA must also give notice of its decision by publishing it by means of a regulatory information service unless the decision is—
a
to impose the requirement on the class, or
b
not to revoke the requirement in relation to the class or any member of it.
7
An institution to which notice is required to be given under subsection (5) may refer the matter to the Tribunal if the F13FCA's decision is that the requirement will be imposed on, or will continue to apply to, the institution.
8
An issuer to whom notice is required to be given under subsection (5) may refer the matter to the Tribunal if the F13FCA's decision is that the requirement will be imposed on, or will continue to apply to, the institution or (in the case of a requirement relating to a class) any of the institutions in the class.
9
A notice given under subsection (5) must inform the recipient if the recipient has a right to refer the matter to the Tribunal.
313BBRevocation of requirements: applications by institutions
1
This section applies where the F12FCA has imposed a requirement on an institution or a class of institutions under section 313A.
2
The institution or any of the institutions in the class may apply to the F12FCA for the revocation of the requirement.
3
The F12FCA must decide whether to revoke the requirement.
4
In the case of a requirement imposed on a class of institutions, the F12FCA may decide to revoke it in relation to—
a
the class;
b
the class apart from one or more specified members of it; or
c
one or more specified members of the class only.
5
The F12FCA must give a warning notice if—
a
in the case of a requirement imposed on an institution, the F12FCA proposes not to revoke the requirement, or
b
in the case of a requirement imposed on a class, the F12FCA proposes to make a decision which would have the effect that the requirement continues to apply to the applicant (whether or not it would have the effect that it continues to apply to other members of the class).
6
The warning notice must be given to—
a
the applicant, and
b
the issuer of the financial instrument in question (if any).
313BCDecisions on applications for revocation by institutions
1
This section applies where, having considered any representations made in response to a warning notice, the F12FCA has decided whether to grant an application for revocation made under section 313BB.
2
The F12FCA must give written notice in accordance with subsection (3) if—
a
in the case of a requirement imposed on an institution, the F12FCA decides to revoke the requirement, or
b
in the case of a requirement imposed on a class, the F12FCA makes a decision which has the effect that the requirement will no longer apply to the applicant (whether or not it will continue to apply to other members of the class).
3
The written notice must be given to—
a
the applicant, and
b
the issuer of the financial instrument in question (if any).
4
5
The F12FCA must give a decision notice in accordance with subsection (6) if—
a
in the case of a requirement imposed on an institution, the F12FCA decides not to revoke the requirement, or
b
in the case of a requirement imposed on a class, the F12FCA makes a decision which has the effect that the requirement will continue to apply to the applicant (whether or not it will continue to apply to other members of the class).
6
The decision notice must be given to—
a
the applicant, and
b
the issuer of the financial instrument in question (if any).
7
8
If the F12FCA gives a decision notice, the recipient may refer the matter to the Tribunal.
313BDRevocation of requirements: applications by issuers
1
This section applies where the F12FCA has imposed a requirement on an institution or a class of institutions under section 313A.
2
The issuer of the financial instrument may apply to the F12FCA for the revocation of the requirement.
3
The F12FCA must decide whether to revoke the requirement.
4
In the case of a requirement imposed on a class of institutions, the F12FCA may decide to revoke it in relation to—
a
the class;
b
the class apart from one or more specified members of it; or
c
one or more specified members of the class only.
5
The F12FCA must give the issuer a warning notice if—
a
in the case of a requirement imposed on an institution, the F12FCA proposes not to revoke the requirement, or
b
in the case of a requirement imposed on a class, the F12FCA proposes not to revoke the requirement or to revoke it in relation to—
i
the class apart from one or more specified members of it, or
ii
one or more specified members of the class only.
313BEDecisions on applications for revocation by issuers
1
This section applies where, having considered any representations made in response to a warning notice, the F12FCA has decided whether to grant an application for revocation made under section 313BD.
2
3
4
The F12FCA must give the issuer a decision notice if—
a
in the case of a requirement imposed on an institution, the F12FCA decides not to revoke the requirement, or
b
in the case of a requirement imposed on a class, the F12FCA decides not to revoke the requirement or makes a decision to revoke the requirement in relation to—
i
the class apart from one or more specified members of it, or
ii
one or more specified members of the class only.
5
If the F12FCA is required to give a decision notice under subsection (4)(b), it must also give notice of its decision by publishing it by means of a regulatory information service.
6
If the F12FCA gives a decision notice under subsection (4), the issuer may refer the matter to the Tribunal.
F17313CNotification in relation to suspension or removal of a financial instrument from trading
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313CAF15Suspension or removal of financial instruments from trading: notification and trading on other venues
1
The FCA must take the steps in subsection (2) to (4) if it imposes a requirement on an institution under section 313A to—
a
suspend or remove a financial instrument from trading; or
b
suspend or remove a derivative which relates, or is referenced, to the financial instrument from trading to support the objectives of a suspension or removal mentioned in paragraph (a).
2
The FCA must require any trading venue or systematic internaliser which falls under its jurisdiction and trades the same instrument or derivative to suspend or remove the instrument or derivative from trading if a suspension or removal mentioned in subsection (1) was due to—
a
suspected market abuse;
b
a take-over bid; or
c
the non-disclosure of inside information about the issuer or the instrument.
3
But the FCA is not obliged to impose a requirement under subsection (2) if it could cause significant damage to the interests of investors or the orderly functioning of the market.
4
The FCA must—
a
inform ESMA and the competent authorities of every other EEA State of—
i
a decision to impose a requirement under section 313A;
ii
a decision to revoke a requirement imposed under section 313A;
iii
a decision to impose, not to impose, or to revoke a requirement under subsection (2); and
b
publish a decision mentioned in paragraph (a)(i) to (iii) in such a manner as it considers appropriate unless the decision has already been published under section 313B(2)(b) or 313BE(5).
313CBSuspension or removal of a financial instrument from a trading by a trading venue: FCA duties
1
The FCA must take the steps in subsections (2), (4), and (5) if a person specified in subsection (6) operating a trading venue in the United Kingdom informs the FCA it has made a decision—
a
to suspend or remove a financial instrument from trading on the trading venue because the instrument no longer complies with the venue’s rules, or
b
to suspend or remove a derivative which relates, or is referenced, to the financial instrument from trading on the trading venue to support the objectives of a suspension or removal mentioned in paragraph (a).
2
The FCA must require any other trading venue or any systematic internaliser which falls under its jurisdiction and trades the same instrument or derivative to suspend or remove the instrument or derivative from trading if a suspension or removal mentioned in subsection (1) was due to—
a
suspected market abuse;
b
a take-over bid; or
c
the non-disclosure of inside information about the issuer or the instrument.
3
But the FCA is not obliged to impose a requirement under subsection (2) if it could cause significant damage to the interests of investors or the orderly functioning of the market.
4
The FCA must revoke a requirement imposed under subsection (2) if the person mentioned in subsection (1) informs the FCA it has lifted the suspension mentioned in that subsection.
5
The FCA must—
a
inform ESMA and the competent authorities of every other EEA State of any decision to impose, not to impose, or to revoke a requirement under subsection (2),
b
provide ESMA and those competent authorities with an explanation if the decision is not to impose a requirement under subsection (2) because subsection (3) applies, and
c
publish any decision mentioned in paragraph (a) in such a manner as it considers appropriate.
6
The specified persons for the purposes of subsection (6) are—
a
a recognised investment exchange,
b
an investment firm with a Part 4A permission to carry on a regulated activity which is any of the investment services and activities,
c
a credit institution authorised under the capital requirements directive.
313CCSuspension or removal of a financial instrument from trading in another EEA state: FCA duties
1
The FCA must take the steps in subsections (2) and (3) if the FCA is informed that a competent authority of another EEA State has made a decision to—
a
suspend or remove a financial instrument from trading on a trading venue or systematic internaliser in that State for the purposes of—
i
Article 32.2 (suspension and removal of financial instruments from trading on an MTF or OTF) of the markets in financial instruments directive;
ii
Article 52.2 (suspension and removal of financial instruments from trading on a regulated market) of the directive, or
iii
Article 69.2(m) or (n) (supervisory powers) of the directive, or
b
suspend or remove a derivative which relates, or is referenced, to the financial instrument from trading on a trading venue or systematic internaliser in that State for those purposes.
2
The FCA must require any trading venue or systematic internaliser which falls under its jurisdiction and trades the same instrument or derivative to suspend or remove the instrument or derivative from trading if the suspension or removal was due to—
a
suspected market abuse;
b
a take-over bid; or
c
the non-disclosure of inside information about the issuer or the instrument.
2A
But the FCA is not obliged to impose a requirement under subsection (2) if it could cause significant damage to the interests of investors or the orderly functioning of the market.
3
The FCA must revoke a requirement imposed under subsection (2) if the competent authority of the other EEA State informs the FCA it has lifted the suspension or removal mentioned in subsection (1).
4
For the purposes of subsection (1) the FCA is informed of a decision mentioned in subsection (1)(a) or (b) when the competent authority that made the decision, the competent authority of any other EEA State, or ESMA informs the FCA of the decision for the purposes of Article 32.2 or 52.2 of the markets in financial instrument directive.
313DInterpretation of Part 18A
F181
In this Part—
F22“competent authority” has the meaning given in Article 4.1.26 (definitions) of the markets in financial instruments directive;
F22“derivative” means a derivative referred to in points (4) to (10) of Section C of Annex 1 to the markets in financial instruments directive;
“financial instrument” has the meaning given in Article F194.1.15 of the markets in financial instruments directive;
“institution” means—
- a
a recognised investment exchange, other than an overseas investment exchange (within the meaning of Part 18);
- b
an investment firm;
- c
a credit institution authorised under the F14capital requirements directive, when carrying on investment services and activities; or
- d
an institution which would satisfy the requirements for authorisation as a credit institution under that directive if it had its registered office (or if it does not have a registered office, its head office) in an EEA State,
but does not include an EEA firm qualifying for authorisation under Schedule 3;
- a
“issuer”, in relation to a financial instrument, means the person who issued the instrument;
F22“market abuse” means a contravention of Article 14 (prohibition of insider dealing and of unlawful disclosure of inside information) or 15 (prohibition of market manipulation) of the market abuse regulation;
F20...
F22“non-disclosure of inside information” means a failure to disclose inside information, as defined by Article 7 (inside information) of the market abuse regulation, in contravention of Article 17 (public disclosure of inside information) of that Regulation;
F8“regulated information” has the meaning given in Article 2(1)(k) of the transparency obligations directive (as defined in section 103 of this Act);
F9“regulatory information service” means—
- a
a service approved by the F12FCA to disseminate regulated information in accordance with rules made under section 89A of this Act, or
- b
a service established in an EEA state other than the United Kingdom which is used for the dissemination of regulated information for the purposes of Article 21 of the transparency obligations directive;
- a
F21...
F22“systematic internaliser” has the meaning given in Article 4.1.20 of the markets in financial instruments directive;
F22“trading venue” has the meaning given in Article 4.1.24 of the markets in financial instruments directive.
F232
In this Part a trading venue or systematic internaliser falls under the FCA’s jurisdiction if—
a
the United Kingdom is the home Member State (as defined by Article 4.1.55 of the markets in financial instruments directive) of—
i
in the case of a trading venue which is a regulated market (as defined by Article 4.1.21 of the directive), the regulated market;
ii
in the case of a trading venue which is a multilateral trading facility (as defined by Article 4.1.22 of the directive), the person operating the facility;
iii
in the case of a trading venue which is an organised trading facility (as defined by Article 4.1.23 of the directive), the person operating the facility; or
iv
in the case of a systematic internaliser, the systematic internaliser; or
b
in the case of a systematic internaliser F24which does not fall within the FCA’s jurisdiction by virtue of paragraph (a)—
i
it has established a branch (as defined by Article 4.1.30 of the directive) in the United Kingdom; and
ii
the FCA considers that it is necessary to impose a requirement on the systematic internaliser under section 313CA(2), 313CB(2), or 313CC(2) for the purposes of Article 32.2 or 52.2 of the markets in financial instruments directive.
Pt. 18A inserted (1.4.2007 for certain purposes and 1.11.2007 otherwise) by The Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007 (S.I. 2007/126), regs. 1(2), 3(3), Sch. 3 para. 1