The Financial Services and Markets Act 2000 (Official Listing of Securities) Regulations 2001

Statutory Instruments

2001 No. 2956

FINANCIAL SERVICES AND MARKETS

The Financial Services and Markets Act 2000 (Official Listing of Securities) Regulations 2001

Made

22nd August 2001

Laid before Parliament

24th August 2001

Coming into force

in accordance with regulation 1

The Treasury, in exercise of the powers conferred upon them by sections 75(3), 79(3)M1 , 103(1)M2 , 417(1)M3 and 428(3) of, and paragraph 9 of Schedule 10M4 and paragraphs 16(3), 16(4) and 20(2) of Schedule 11 to, the Financial Services and Markets Act 2000M5 , hereby make the following Regulations:

Modifications etc. (not altering text)

C1 Regulations: power to modify conferred (11.7.2023) by Financial Services and Markets Act 2023 (c. 29), ss. 3, 86(3), Sch. 1 Pt. 2; S.I. 2023/779, reg. 2(d)

Marginal Citations

M1 By virtue of section 86, and section 87(5) and paragraphs 1 and 2 of Schedule 9, section 79(3) applies to prospectuses required by listing rules in accordance with section 84(1), and to non-listing prospectuses, as it applies to listing particulars.

M2 See the definition of “issuer".

M3 See the definition of “prescribed".

M4 Paragraph 9 of Schedule 10 is inserted, for the purposes of the application of Schedule 10 to non-listing prospectuses, by paragraph 5(2) of Schedule 9.

M5 2000 c. 8. Schedule 11 is amended by S.I. 2001/2955.

PART 1 U.K. GENERAL

Citation and commencement U.K.

1.  These Regulations may be cited as the Financial Services and Markets Act 2000 (Official Listing of Securities) Regulations 2001 and come into force on the day on which section 74(1) comes into force.

Interpretation U.K.

2.—(1) In these Regulations—

• “the Act" means the Financial Services and Markets Act 2000;

• F1 ...

• “the Financial Promotion Order" means the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 M6 ;

• “issuer" has the same meaning as is given, for the purposes of section 103(1), in regulation 4 below;

• “non-listing prospectus" has the meaning given in section 87(2); and

• “the Regulated Activities Order" means the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 M7 .

(2) Any reference in these Regulations to a section or Schedule is, unless otherwise stated or unless the context otherwise requires, a reference to that section of or Schedule to the Act.

Textual Amendments

F1 Words in reg. 2(1) omitted (1.4.2013) by virtue of The Financial Services Act 2012 (Consequential Amendments and Transitional Provisions) Order 2013 (S.I. 2013/472), art. 1(1), Sch. 2 para. 55(a)

Marginal Citations

M6 S.I. 2001/1335.

M7 S.I. 2001/544.

PART 2 U.K. MISCELLANEOUS MATTERS PRESCRIBED FOR THE PURPOSES OF PART VI OF THE ACT

Bodies whose securities may not be listed U.K.

3.  For the purposes of section 75(3) (which provides that no application for listing may be entertained in respect of securities issued by a body of a prescribed kind) there are prescribed the following kinds of body—

(a) [F2 where the securities are securities within the meaning of the Regulated Activities Order,] a private company within the meaning of [F3 section 4(1) of the Companies Act 2006];

(b) an old public company within the meaning of section 1 of the Companies Consolidation (Consequential Provisions) Act 1985 M8 or article 3 of the Companies Consolidation (Consequential Provisions) (Northern Ireland) Order 1986 M9 .

Textual Amendments

F2 Words in reg. 3(a) inserted (1.12.2001) by The Financial Services and Markets Act 2000 (Official Listing of Securities) (Amendment) Regulations 2001 (S.I. 2001/3439), regs. 1, 2(2)

F3 Words in reg. 3(a) substituted (12.5.2011) by The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), arts. 1(2), 19(2)

Marginal Citations

M8 1985 c. 9.

M9 S.I. 1986/1035 (N.I. 9).

Meaning of “issuer" U.K.

4.—(1) For the purposes of section 103(1), “issuer" has the meaning given in this regulation.

(2) In relation to certificates or other instruments falling within article 80 of the Regulated Activities Order (certificates representing certain securities), “issuer" means—

F4 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(b) for all other purposes, the person who issued or is to issue the securities to which the certificates or instruments relate.

(3) In relation to any other securities, “issuer" means the person by whom the securities have been or are to be issued.

Textual Amendments

F4 Reg. 4(2)(a) revoked (1.7.2005) by The Prospectus Regulations 2005 (S.I. 2005/1433), reg. 1(1), Sch. 3 para. 3

Meaning of “approved exchange" U.K.

5.  For the purposes of paragraph 9 of Schedule 10 M10 , “approved exchange" means a recognised investment exchange approved by the Treasury for the purposes of the Public Offers of Securities Regulations 1995 M11 (either generally or in relation to dealings in securities).

Marginal Citations

M10 Paragraph 9 of Schedule 10 is inserted, for the purposes of the application of Schedule 10 to non-listing prospectuses, by paragraph 5(2) of Schedule 9.

M11 S.I. 1995/1537, as modified by S.I. 1995/3275 and amended by S.I. 1999/734 and 1999/1146. By virtue of an approval dated 16th June 1995, the London Stock Exchange was approved by the Treasury for the purposes of the Regulations with effect from 19th June 1995, in relation to securities within the meaning of Part II of the Regulations which are admitted to dealings on, or are the subject of an application for admission to dealings on, the Alternative Investment Market. (The approval also related to dealings in securities on the Unlisted Securities Market, but that market no longer operates.)

PART 3 U.K. PERSONS RESPONSIBLE FOR LISTING PARTICULARS, PROSPECTUSES AND NON-LISTING PROSPECTUSES

Responsibility for listing particulars U.K.

6.—(1) Subject to the following provisions of this Part, for the purposes of Part VI of the Act the persons responsible for listing particulars (including supplementary listing particulars) are—

(a) the issuer of the securities to which the particulars relate;

(b) where the issuer is a body corporate, each person who is a director of that body at the time when the particulars are submitted to the [F5 FCA];

(c) where the issuer is a body corporate, each person who has authorised himself to be named, and is named, in the particulars as a director or as having agreed to become a director of that body either immediately or at a future time;

(d) each person who accepts, and is stated in the particulars as accepting, responsibility for the particulars;

(e) each person not falling within any of the foregoing sub-paragraphs who has authorised the contents of the particulars.

(2) A person is not to be treated as responsible for any particulars by virtue of paragraph (1)(b) above if they are published without his knowledge or consent and on becoming aware of their publication he forthwith gives reasonable public notice that they were published without his knowledge or consent.

(3) When accepting responsibility for particulars under paragraph (1)(d) above or authorising their contents under paragraph (1)(e) above, a person may state that he does so only in relation to certain specified parts of the particulars, or only in certain specified respects, and in such a case he is responsible under paragraph (1)(d) or (e) above—

(a) only to the extent specified; and

(b) only if the material in question is included in (or substantially in) the form and context to which he has agreed.

(4) Nothing in this regulation is to be construed as making a person responsible for any particulars by reason of giving advice as to their contents in a professional capacity.

(5) Where by virtue of this regulation the issuer of any shares pays or is liable to pay compensation under section 90 for loss suffered in respect of shares for which a person has subscribed no account is to be taken of that liability or payment in determining any question as to the amount paid on subscription for those shares or as to the amount paid up or deemed to be paid up on them.

Textual Amendments

F5 Word in reg. 6(1)(b) substituted (1.4.2013) by The Financial Services Act 2012 (Consequential Amendments and Transitional Provisions) Order 2013 (S.I. 2013/472), art. 1(1), Sch. 2 para. 55(b)

Securities issued in connection with takeovers and mergers U.K.

7.—(1) This regulation applies where—

(a) listing particulars relate to securities which are to be issued in connection with—

(i) an offer by the issuer (or by a wholly-owned subsidiary of the issuer) for securities issued by another person (“A");

(ii) an agreement for the acquisition by the issuer (or by a wholly-owned subsidiary of the issuer) of securities issued by another person (“A"); or

(iii) any arrangement whereby the whole of the undertaking of another person (“A") is to become the undertaking of the issuer (or of a wholly-owned subsidiary of the issuer, or of a body corporate which will become such a subsidiary by virtue of the arrangement); and

(b) each of the specified persons is responsible by virtue of regulation 6(1)(d) above for any part (“the relevant part") of the particulars relating to A or to the securities or undertaking to which the offer, agreement or arrangement relates.

(2) In paragraph (1)(b) above the “specified persons" are—

(a) A; and

(b) where A is a body corporate—

(i) each person who is a director of A at the time when the particulars are submitted to the [F6 FCA]; and

(ii) each other person who has authorised himself to be named, and is named, in the particulars as a director of A.

(3) Where this regulation applies, no person is to be treated as responsible for the relevant part of the particulars under regulation 6(1)(a), (b) or (c) above but without prejudice to his being responsible under regulation 6(1)(d).

(4) In this regulation—

(a) “listing particulars" includes supplementary listing particulars; and

(b) “wholly-owned subsidiary" is to be construed in accordance with [F7 section 1159 of the Companies Act 2006] (and, in relation to an issuer which is not a body corporate, means a body corporate which would be a wholly-owned subsidiary of the issuer within the meaning of that section if the issuer were a body corporate).

Textual Amendments

F6 Word in reg. 7(2)(b)(i) substituted (1.4.2013) by The Financial Services Act 2012 (Consequential Amendments and Transitional Provisions) Order 2013 (S.I. 2013/472), art. 1(1), Sch. 2 para. 55(b)

F7 Words in reg. 7(4)(b) substituted (12.5.2011) by The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), arts. 1(2), 19(3)

Successor companies under legislation relating to electricity U.K.

8.—(1) Where—

(a) the same document contains listing particulars relating to the securities of—

(i) two or more successor companies within the meaning of Part II of the Electricity Act 1989 M12 , or

(ii) two or more successor companies within the meaning of Part III of the Electricity (Northern Ireland) Order 1992 M13 ; and

(b) the responsibility of any person for any information included in the document (“the relevant information") is stated in the document to be confined to its inclusion as part of the particulars relating to the securities of any one of those companies,

that person is not to be treated as responsible, by virtue of regulation 6 above, for the relevant information in so far as it is stated in the document to form part of the particulars relating to the securities of any other of those companies.

(2) “Listing particulars" includes supplementary listing particulars.

Marginal Citations

M12 1989 c. 29.

M13 S.I. 1992/231 (N.I. 2).

Specialist securities U.K.

9.—(1) This regulation applies where listing particulars relate to securities of a kind specified by listing rules for the purposes of section 82(1)(c), other than securities which are to be issued in the circumstances mentioned in regulation 7(1)(a) above.

(2) No person is to be treated as responsible for the particulars under regulation 6(1)(a), (b) or (c) above but without prejudice to his being responsible under regulation 6(1)(d).

(3) “Listing particulars" includes supplementary listing particulars.

Responsibility for prospectuses and non-listing prospectuses U.K.

F8 10.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F8 Regs. 10-12 revoked (1.7.2005) by The Prospectus Regulations 2005 (S.I. 2005/1433), reg. 1(1), Sch. 3 para. 3

PART 4 U.K. MATTERS PRESCRIBED FOR THE PURPOSES OF SCHEDULE 11 (OFFERS NOT TO BE TREATED AS PUBLIC OFFERS OF SECURITIES)

Offers of securities to “qualifying persons": definitions U.K.

F8 11.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F8 Regs. 10-12 revoked (1.7.2005) by The Prospectus Regulations 2005 (S.I. 2005/1433), reg. 1(1), Sch. 3 para. 3

Euro-securities: permitted advertisements U.K.

F8 12.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F8 Regs. 10-12 revoked (1.7.2005) by The Prospectus Regulations 2005 (S.I. 2005/1433), reg. 1(1), Sch. 3 para. 3

Tony McNulty

John Heppell

Two of the Lords Commissioners of Her Majesty’s Treasury

22nd August 2001

Explanatory Note

(This note is not part of the Regulations)

Part VI of the Financial Services and Markets Act 2000 (c. 8) (“the Act") replaces Part IV of the Financial Services Act 1986 (“the 1986 Act") in relation to the official listing of securities. Like that Part, it implements Council Directive No. 79/279/EEC (OJ No. L66, 16.3.1979, p.21), Council Directive No. 80/390/EEC (OJ No. L 100, 17.4.1980, p.1) and Council Directive No. 82/121/EEC (OJ No. L 48, 20.2.1982, p.26) and partly implements Council Directive No. 89/298/EEC (OJ No. L124, 5.5.1989, p.8). Council Directive No. 80/390/EEC has been amended by Council Directives 82/148/EEC, 87/345/EEC and 90/211/EEC (OJ Nos. L62, 5.3.1982, p.22, L185, 4.7.1987 p.81, and L112, 3.5.1990, p.24) and Parliament Directive 94/18/EC (OJ No. L135, 31.5.1994, p.1).

Part 2 of the Regulations makes various provisions for the purposes of Part VI of the Act, broadly continuing the effect of provisions currently in sections 142 and 143 of the 1986 Act. Regulation 3 prescribes private companies and old public companies as bodies which may not apply for their securities to be admitted to the official list. Regulation 4 defines who is an “issuer" of securities for the purposes of Part VI of the Act (and, by virtue of regulation 2(1), for the purposes of the Regulations themselves). Regulation 5 defines an “approved exchange" for the purposes of Schedule 9 of the Act (which modifies Part VI of and Schedule 10 to the Act in their application to non-listing prospectuses under section 87).

Part 3 of the Regulations prescribes the persons responsible for listing particulars and supplementary listing particulars. It broadly carries forward the existing provisions (mainly from section 152 of the 1986 Act) although with some changes. In particular regulation 9 replaces the old provision about “international securities" with a new provision covering a wider category of “specialist securities", defined by reference to listing rules made for the purposes of section 82 of the Act. Following the approach of the 1986 Act, regulation 10 also applies Part 3 to prospectuses (including non-listing prospectuses under section 87). Persons who are responsible for such documents may be required to pay compensation under section 90 of the Act to a person who suffers loss because the document contains false or misleading information. In some cases the Regulations make a director of an issuer responsible for listing particulars etc. There is a definition of “director" in section 417(1) of the 2000 Act which includes shadow directors.

Schedule 11 to the Act broadly carries forward the effect of Schedule 11A to the 1986 Act (inserted by the Public Offers of Securities Regulations 1995 (S.I. No. 1995/1537)). It sets out situations where an offer of securities is not to be treated as being made to the public in the United Kingdom, and where accordingly no prospectus is required under section 84. Part 4 of the Regulations prescribes certain matters for the purposes of Schedule 11. Regulation 11 defines various terms used in paragraph 16 of Schedule 11 to the Act (offers of securities to qualifying persons). Regulation 12 sets out the categories of advertisements which are permitted for the purposes of paragraph 20 of that Schedule (offers of Euro-securities), by reference to the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (S.I. 2001/1335) (“the Financial Promotion Order").

Further provision is made in connection with section 87 of and Schedule 11 to the Act in the Financial Services and Markets Act 2000 (Offers of Securities) Order 2001 (S.I. 2001/2958). Transitional provisions in relation to Part VI of the Act are contained in the Financial Services and Markets Act 2000 (Official Listing of Securities) (Transitional Provisions) Order 2001 (S.I. 2001/2957).