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Financial Services and Markets Act 2000
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- UK Public General Acts
- 2000 c. 8
- Part VI
- Approval of prospectus
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Changes over time for: Cross Heading: Approval of prospectus
Changes to legislation:
Financial Services and Markets Act 2000, Cross Heading: Approval of prospectus is up to date with all changes known to be in force on or before 26 April 2024. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations.
Changes to Legislation
Revised legislation carried on this site may not be fully up to date. Changes and effects are recorded by our editorial team in lists which can be found in the ‘Changes to Legislation’ area. Where those effects have yet to be applied to the text of the legislation by the editorial team they are also listed alongside the legislation in the affected provisions. Use the ‘more’ link to open the changes and effects relevant to the provision you are viewing.
Changes and effects yet to be applied to the whole Act associated Parts and Chapters:
- Act applied (with modifications) by S.I. 2023/1347 reg. 8
- Act power to apply conferred (temp. until 15.5.2039) by 2014 c. 21 s. 79(4)
- Act power to apply conferred (temp. until 15.5.2039) by 2014 c. 21 s. 81(10)
Whole provisions yet to be inserted into this Act (including any effects on those provisions):
- Pt. 17 Ch. 3B inserted by 2023 c. 29 s. 64(3)
- Pt. 20C inserted by 2016 c. 14 s. 30(3)
- s. 31(1)(aa) inserted by 2021 c. 22 s. 22(2)
- s. 32A inserted by 2021 c. 22 s. 22(3)
- s. 32A power to apply (with modifications) conferred by 2021 c. 22 s. 23(10)
- s. 36A and cross-heading inserted by 2021 c. 22 s. 22(4)
- s. 71J and cross-heading inserted by 2021 c. 22 Sch. 8 para. 4
- s. 86(9A) inserted by S.I. 2019/707 reg. 8(9) (This amendment not applied to legislation.gov.uk. Reg. 8(6)-(10) omitted (6.9.2019) by virtue of S.I. 2019/1234, regs. 1(2), 13(c))
- s. 87A(11) inserted by S.I. 2019/707 reg. 10(5) (This amendment not applied to legislation.gov.uk. Reg. 10(4)(5) omitted (6.9.2019) by virtue of S.I. 2019/1234, regs. 1(2), 15(b))
- s. 124(10)(c)(i) word omitted by S.I. 2019/310 reg. 5(11)(b) (This amendment not applied to legislation.gov.uk. Reg. 5(11)(b) omitted immediately before IP completion day by virtue of S.I. 2020/1385, regs. 1(4), 51(2)(e))
- s. 129(7)(a) word inserted by S.I. 2019/310 reg. 5(12)(a)(i) (This amendment not applied to legislation.gov.uk. Reg. 5(12)(a)(b) omitted immediately before IP completion day by virtue of S.I. 2020/1385, regs. 1(4), 51(2)(f))
- s. 129(7)(c) omitted and word by S.I. 2019/310 reg. 5(12)(a)(ii) (This amendment not applied to legislation.gov.uk. Reg. 5(12)(a)(b) omitted immediately before IP completion day by virtue of S.I. 2020/1385, regs. 1(4), 51(2)(f))
- s. 214(5A) inserted by 2021 c. 22 Sch. 8 para. 8
- s. 261E(A1) inserted by 2023 c. 29 s. 64(2)(a)
- s. 367A inserted by 2021 c. 22 Sch. 8 para. 10
- s. 395(13)(h)(i) inserted by 2021 c. 22 Sch. 8 para. 12(2)(c)
- s. 395(13)(bc)-(be) word inserted by 2021 c. 22 Sch. 8 para. 12(2)(b)
- s. 395(14) inserted by 2021 c. 22 Sch. 8 para. 12(3)
- s. 427A(3) words substituted by 2002 c. 40 Sch. 17 para. 59 (This amendment not applied to legislation.gov.uk. The Financial Services and Markets Act 2000 does not contain a section 427A.)
- Sch. 1ZA para. 32(c) and word inserted by 2021 c. 22 Sch. 8 para. 18
- Sch. 2A para. 19(2)(b)(iia) inserted by 2023 c. 29 Sch. 10 para. 19(a)
- Sch. 2A 2B power to apply (with modifications) conferred by 2021 c. 22 s. 23(10)
- Sch. 2A power to apply (with modifications) conferred by 2021 c. 22 s. 23(10)
- Sch. 2B inserted by 2021 c. 22 Sch. 7
- Sch. 2B power to apply (with modifications) conferred by 2021 c. 22 s. 23(10)
- Sch. 11A para. 5(3) inserted by S.I. 2019/707 reg. 38(5)(b) (This amendment not applied to legislation.gov.uk. Reg. 38(2)-(5)(7)(8) omitted (6.9.2019) by virtue of S.I. 2019/1234, regs. 1(2), 20)
- Sch. 17A para. 12 words substituted by S.I. 2019/662 reg. 13(1) (This amendment not applied to legislation.gov.uk. Reg. 13(1) substituted (25.6.2020) by S.I. 2020/646, regs. 1(2)(c), 11(3))
[F1Approval of prospectusU.K.
Textual Amendments
F1 Ss. 84-87R and cross-headings substituted for ss. 84-87 (1.7.2005) by The Prospectus Regulations 2005 (S.I. 2005/1433), reg. 2(1), Sch. 1 para. 5
[F387ACriteria for approval of prospectus by [F2FCA] U.K.
(1)The [F4FCA] may not approve a prospectus unless it is satisfied that—
F5(a). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(b)the prospectus contains the [F6information required by Article 6(1) or 14(2) of the prospectus regulation], and
(c)all of the other requirements imposed by or in accordance with this Part [F7, the prospectus regulation or prospectus rules] have been complied with (so far as those requirements apply to a prospectus for the transferable securities in question).
[F8(2)The necessary information is—
(a)the information required by Article 6(1) of the prospectus regulation, or
(b)in a case within Article 14(1) of that regulation, the information required by Article 14(2) of that regulation.]
[F9(2A) If, in the case of transferable securities to which section 87 applies, the prospectus states that the guarantor is a specified F10... State, the prospectus is not required to include other information about the guarantor.]
F11(3). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F11(4). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F11(5). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F11(6). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F11(7). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F12(7A). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(8)“Prospectus” F13... includes a supplementary prospectus.
F14(9). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F15(10). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .]
Textual Amendments
F2Word in s. 87A heading substituted (24.1.2013 for specified purposes, 1.4.2013 in so far as not already in force) by Financial Services Act 2012 (c. 21), ss. 16(6)(c), 122(3) (with Sch. 20); S.I. 2013/113, art. 2(1)(c), Sch. Pt. 3; S.I. 2013/423, art. 3, Sch.
F3Ss. 86-87O omitted (30.1.2024 for specified purposes) by virtue of The Public Offers and Admissions to Trading Regulations 2024 (S.I. 2024/105), reg. 2(2)(3), Sch. 3 para. 7 (with regs. 48-50)
F4Word in s. 87A(1) substituted (24.1.2013 for specified purposes, 1.4.2013 in so far as not already in force) by Financial Services Act 2012 (c. 21), ss. 16(6)(a), 122(3) (with Sch. 20); S.I. 2013/113, art. 2(1)(c), Sch. Pt. 3; S.I. 2013/423, art. 3, Sch.
F5S. 87A(1)(a) omitted (31.12.2020) by virtue of The Official Listing of Securities, Prospectus and Transparency (Amendment etc.) (EU Exit) Regulations 2019 (S.I. 2019/707), regs. 1(2), 10(2)(a) (with savings in S.I. 2019/680, reg. 11 (as amended by S.I. 2019/1234, regs. 1(3), 29(2))); 2020 c. 1, Sch. 5 para. 1(1)
F6Words in s. 87A(1)(b) substituted (21.7.2019) by virtue of The Financial Services and Markets Act 2000 (Prospectus) Regulations 2019 (S.I. 2019/1043), regs. 1(1), 9(2) (with reg. 40)
F7Words in s. 87A(1)(c) substituted (21.7.2019) by The Financial Services and Markets Act 2000 (Prospectus) Regulations 2019 (S.I. 2019/1043), regs. 1(1), 9(3) (with reg. 40)
F8S. 87A(2) substituted (21.7.2019) by The Financial Services and Markets Act 2000 (Prospectus) Regulations 2019 (S.I. 2019/1043), regs. 1(1), 9(4) (with reg. 40)
F9S. 87A(2A) inserted (1.7.2012) by The Prospectus Regulations 2012 (S.I. 2012/1538), regs. 1(1), 2(3)
F10Word in s. 87A(2A) omitted (31.12.2020) by virtue of The Official Listing of Securities, Prospectus and Transparency (Amendment etc.) (EU Exit) Regulations 2019 (S.I. 2019/707), regs. 1(2), 10(3) (with savings in S.I. 2019/680, reg. 11 (as amended by S.I. 2019/1234, regs. 1(3), 29(2))); 2020 c. 1, Sch. 5 para. 1(1)
F11S. 87A(3)-(7) omitted (21.7.2019) by virtue of The Financial Services and Markets Act 2000 (Prospectus) Regulations 2019 (S.I. 2019/1043), regs. 1(1), 9(5) (with reg. 40)
F12S. 87A(7A) omitted (17.12.2014) by virtue of The Payments to Governments and Miscellaneous Provisions Regulations 2014 (S.I. 2014/3293), regs. 1(2), 2(2)
F13Words in s. 87A(8) omitted (21.7.2019) by virtue of The Financial Services and Markets Act 2000 (Prospectus) Regulations 2019 (S.I. 2019/1043), regs. 1(1), 9(6) (with reg. 40)
F14S. 87A(9) omitted (21.7.2019) by virtue of The Financial Services and Markets Act 2000 (Prospectus) Regulations 2019 (S.I. 2019/1043), regs. 1(1), 9(7) (with reg. 40)
F15S. 87A(10) omitted (21.7.2019) by virtue of The Financial Services and Markets Act 2000 (Prospectus) Regulations 2019 (S.I. 2019/1043), regs. 1(1), 9(7) (with reg. 40)
[F387BExemptions from disclosureU.K.
F16(1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2)The Secretary of State or the Treasury may issue a certificate to the effect that the disclosure of any information would be contrary to the public interest.
(3)The [F17FCA] is entitled to act on any such certificate in exercising its powers under [F18Article 18(1)(a) of the prospectus regulation].
(4)This section does not affect any powers of the [F17FCA] under prospectus rules.
F19(5). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .]
Textual Amendments
F3Ss. 86-87O omitted (30.1.2024 for specified purposes) by virtue of The Public Offers and Admissions to Trading Regulations 2024 (S.I. 2024/105), reg. 2(2)(3), Sch. 3 para. 7 (with regs. 48-50)
F16S. 87B(1) omitted (21.7.2019) by virtue of The Financial Services and Markets Act 2000 (Prospectus) Regulations 2019 (S.I. 2019/1043), regs. 1(1), 10(2) (with reg. 40)
F17Words in ss. 87B-87D substituted (24.1.2013 for specified purposes, 1.4.2013 in so far as not already in force) by Financial Services Act 2012 (c. 21), ss. 16(2)(3)(c), 122(3) (with Sch. 20); S.I. 2013/113, art. 2(1)(c), Sch. Pt. 3; S.I. 2013/423, art. 3, Sch.
F18Words in s. 87B(3) substituted (21.7.2019) by The Financial Services and Markets Act 2000 (Prospectus) Regulations 2019 (S.I. 2019/1043), regs. 1(1), 10(3) (with reg. 40)
F19S. 87B(5) omitted (21.7.2019) by virtue of The Financial Services and Markets Act 2000 (Prospectus) Regulations 2019 (S.I. 2019/1043), regs. 1(1), 10(4) (with reg. 40)
[F387CConsideration of application for approvalU.K.
F20(1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F20(2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F20(3). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(4)The [F17FCA] may by notice in writing require a person who has applied for approval of a prospectus to provide—
(a)specified documents or documents of a specified description, or
(b)specified information or information of a specified description.
F21(5). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(6)Subsection (4) applies only to information and documents reasonably required in connection with the exercise by the [F17FCA] of its functions in relation to the application.
(7)The [F17FCA] may require any information provided under this section to be provided in such form as it may reasonably require.
(8)The [F17FCA] may require—
(a)any information provided, whether in a document or otherwise, to be verified in such manner, or
(b)any document produced to be authenticated in such manner,
as it may reasonably require.
(9)F22... subsections (4) and (6) to (8) apply to [F23an application for approval of a supplementary prospectus] as they apply to an application for approval of a prospectus.
F24(10). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F25(11). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .]
Textual Amendments
F3Ss. 86-87O omitted (30.1.2024 for specified purposes) by virtue of The Public Offers and Admissions to Trading Regulations 2024 (S.I. 2024/105), reg. 2(2)(3), Sch. 3 para. 7 (with regs. 48-50)
F17Words in ss. 87B-87D substituted (24.1.2013 for specified purposes, 1.4.2013 in so far as not already in force) by Financial Services Act 2012 (c. 21), ss. 16(2)(3)(c), 122(3) (with Sch. 20); S.I. 2013/113, art. 2(1)(c), Sch. Pt. 3; S.I. 2013/423, art. 3, Sch.
F20S. 87C(1)-(3) omitted (21.7.2019) by virtue of The Financial Services and Markets Act 2000 (Prospectus) Regulations 2019 (S.I. 2019/1043), regs. 1(1), 11(2) (with reg. 40)
F21S. 87C(5) omitted (21.7.2019) by virtue of The Financial Services and Markets Act 2000 (Prospectus) Regulations 2019 (S.I. 2019/1043), regs. 1(1), 11(2) (with reg. 40)
F22Words in s. 87C(9) omitted (21.7.2019) by virtue of The Financial Services and Markets Act 2000 (Prospectus) Regulations 2019 (S.I. 2019/1043), regs. 1(1), 11(3)(a) (with reg. 40)
F23Words in s. 87C(9) substituted (21.7.2019) by The Financial Services and Markets Act 2000 (Prospectus) Regulations 2019 (S.I. 2019/1043), regs. 1(1), 11(3)(b) (with reg. 40)
F24S. 87C(10) omitted (21.7.2019) by virtue of The Financial Services and Markets Act 2000 (Prospectus) Regulations 2019 (S.I. 2019/1043), regs. 1(1), 11(4) (with reg. 40)
F25S. 87C(11) omitted (21.7.2019) by virtue of The Financial Services and Markets Act 2000 (Prospectus) Regulations 2019 (S.I. 2019/1043), regs. 1(1), 11(4) (with reg. 40)
[F387DProcedure for decision [F26to refuse an] application for approvalU.K.
F27(1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F28(1A). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2)If the [F17FCA] proposes to refuse to approve a prospectus, it must give the applicant written notice.
(3)The notice must state the [F17FCA's] reasons for the proposed refusal.
(4)If the [F17FCA] decides to refuse to approve a prospectus, it must give the applicant written notice.
(5)The notice must—
(a)give the [F17FCA's] reasons for refusing the application; and
(b)inform the applicant of his right to refer the matter to the Tribunal.
(6)If the [F17FCA] refuses to approve a prospectus, the applicant may refer the matter to the Tribunal.
(7)In this section “prospectus” includes a supplementary prospectus.]]
Textual Amendments
F3Ss. 86-87O omitted (30.1.2024 for specified purposes) by virtue of The Public Offers and Admissions to Trading Regulations 2024 (S.I. 2024/105), reg. 2(2)(3), Sch. 3 para. 7 (with regs. 48-50)
F17Words in ss. 87B-87D substituted (24.1.2013 for specified purposes, 1.4.2013 in so far as not already in force) by Financial Services Act 2012 (c. 21), ss. 16(2)(3)(c), 122(3) (with Sch. 20); S.I. 2013/113, art. 2(1)(c), Sch. Pt. 3; S.I. 2013/423, art. 3, Sch.
F26Words in s. 87D heading substituted (21.7.2019) by The Financial Services and Markets Act 2000 (Prospectus) Regulations 2019 (S.I. 2019/1043), regs. 1(1), 12(2) (with reg. 40)
F27S. 87D(1) omitted (21.7.2019) by virtue of The Financial Services and Markets Act 2000 (Prospectus) Regulations 2019 (S.I. 2019/1043), regs. 1(1), 12(3) (with reg. 40)
F28S. 87D(1A) omitted (21.7.2019) by virtue of The Financial Services and Markets Act 2000 (Prospectus) Regulations 2019 (S.I. 2019/1043), regs. 1(1), 12(3) (with reg. 40)
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