Part VI

Official Listing

Transparency obligations

Transparency rules
89A
1
The FCA may make rules—
a
imposing requirements in relation to the disclosure of periodic or ongoing information about issuers whose securities are admitted to trading on a regulated market, and
b
dealing with matters arising out of or relating to such requirements.
2
The rules may include provision for dealing with any matters
dealt with in the transparency obligations directive or with any matters that, when the United Kingdom was a member State, would have been matters
arising out of or related to any provision of the transparency obligations directive.
3
The
FCA
may also make rules—
a
for the purpose of ensuring that voteholder information in respect of voting shares traded on a
UK
market other than a regulated market is made public or notified to the
FCA
;
b. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
Rules under this section may, in particular, make provision—
a
specifying how the proportion of—
i
the total voting rights in respect of shares in an issuer, or
ii
the total voting rights in respect of a particular class of shares in an issuer,
held by a person is to be determined;
b
specifying the circumstances in which, for the purposes of any determination of the voting rights held by a person (“P”) in respect of voting shares in an issuer, any voting rights held
... by another person in respect of voting shares in the issuer are to be regarded as held by P;
c
specifying the nature of the information which must be included in any notification;
d
about the form of any notification;
e
requiring any notification to be given within a specified period;
f
specifying the manner in which any information is to be made public and the period within which it must be made public;
g
specifying circumstances in which any of the requirements imposed by rules under this section does not apply.
4A
The provision that may be made by virtue of subsection (4)(g) includes (but is not limited to) provision, in the case of an issuer whose registered office is situated in a country or territory outside the United Kingdom, allowing exemption from specified provisions of rules under this section if—
a
the law of that country or territory is considered by the FCA to lay down equivalent requirements, or
b
the issuer complies with the requirements of the law of a country or territory that the FCA considers as equivalent.
5
Rules under this section are referred to in this Part as “
transparency rules
”.
6
Nothing in sections 89B to 89G affects the generality of the power to make rules under this section.
Pt. 6 (ss. 72-103) applied (with modifications) (1.12.2001) by S.I. 1995/1537, Sch. 4 (as amended (1.12.2001) by S.I. 2001/3649, arts. 1, 511)
Ss. 89A-89G and cross-heading inserted (8.11.2006) by Companies Act 2006 (c. 46), ss. 1266(1), 1300(1)(a) (with s. 1266(2))
S. 89A(3)(b) omitted (1.11.2015 for specified purposes, 26.11.2015 in so far as not already in force) by virtue of The Transparency Regulations 2015 (S.I. 2015/1755), regs. 1(2)(3), 2(1)(a)
S. 89A(1) substituted (31.12.2020) by The Official Listing of Securities, Prospectus and Transparency (Amendment etc.) (EU Exit) Regulations 2019 (S.I. 2019/707), regs. 1(2), 19(2) (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)
S. 89A(4A) inserted (31.12.2020) by The Official Listing of Securities, Prospectus and Transparency (Amendment etc.) (EU Exit) Regulations 2019 (S.I. 2019/707), regs. 1(2), 19(4) (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)
Words in s. 89A(2) inserted (31.12.2020) by The Official Listing of Securities, Prospectus and Transparency (Amendment etc.) (EU Exit) Regulations 2019 (S.I. 2019/707), regs. 1(2), 19(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)
Pt. 6 modified (31.12.2020) by The Official Listing of Securities, Prospectus and Transparency (Amendment etc.) (EU Exit) Regulations 2019 (S.I. 2019/707), regs. 1(2), 73 (as amended by S.I. 2019/1234, regs. 1(2), 23 and 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)
Words in ss. 89A-97 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)(g), 122(3) (with Sch. 20); S.I. 2013/113, art. 2(1)(c), Sch. Pt. 3; S.I. 2013/423, art. 3, Sch.
Words in s. 89A(4)(b) omitted (1.11.2015 for specified purposes, 26.11.2015 in so far as not already in force) by virtue of The Transparency Regulations 2015 (S.I. 2015/1755), regs. 1(2)(3), 2(1)(b)