The Financial Services and Markets Act 2000 (Official Listing of Securities) (Transitional Provisions) Order 2001

Explanatory Note

(This note is not part of the Order)

Part VI of the Financial Services and Markets Act 2000 (c. 8) (“the 2000 Act”) replaces Part IV of the Financial Services Act 1986 (c. 60) (“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. L100, 17.4.1980, p.1) and Council Directive No. 82/121/EEC (OJ No. L48, 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).

The Financial Services Authority will continue to be the competent authority for listing under the 2000 Act (as it has been under the 1986 Act since 1st May 2000 by virtue of the Official Listing of Securities (Change of Competent Authority) Regulations 2000 (S.I. 2000/968)). Securities admitted to the official list prior to commencement will continue to be listed after commencement by virtue of section 74(1) of the 2000 Act and the definition of “official list” in section 103(1). This Order makes certain further transitional provisions. Many reflect the fact that, whilst section 142(9) of the 1986 Act permitted securities to be admitted to the official list either in accordance with Part IV of the 1986 Act (“Part IV securities”) or else outside the statutory provisions (“non-Part IV securities”), the 2000 Act brings all official listing within Part VI.

Article 3 provides for listing rules made under the 1986 Act to continue in force but treated as if made under the 2000 Act. Article 4 ensures that applications for listing made before commencement are treated as made under the 2000 Act. Article 5 ensures that delivery of a copy of listing particulars or a prospectus to the registrar of companies before commencement can be treated as compliance with section 83(1) of the 2000 Act, and carries forward authorisations to omit material from such documentation. By virtue of articles 6 and 7, listing particulars or a prospectus published before commencement are subject to section 81 of the 2000 Act (requirement to provide supplementary details of subsequent changes) and sections 150 and 151 of the 1986 Act (obligation to pay compensation for loss arising from misleading particulars).

Article 8 provides for a suspension of listing before commencement to be carried forward under the 2000 Act. Article 9 carries forward the approval of persons who were approved as sponsors immediately before commencement, or applications for such approval.

Articles 10 and 11 provide that, where a sponsor, or an issuer of listed securities or a director of an issuer, was liable to disciplinary action prior to commencement because of a contravention of the old listing rules, the competent authority may take action against it or him in accordance with the relevant provisions of the 2000 Act after commencement. If in such a case a referral procedure had previously been begun under the old listing rules, article 12 provides for the committee to whom the matter was referred to continue to hear the case. The committee will then decide whether to issue a decision notice under the 2000 Act (without first having to issue a warning notice). The 2000 Act confers a right to refer the decision contained in such a decision notice to the Financial Services and Markets Tribunal. Article 13 deals with the situation where, before commencement, a case had reached the subsequent appeal stage under the old listing rules. In such cases the existing appeal body is empowered to continue hearing the appeal, but subject to provisions as to the way in which it considers the case and gives its decision.

The definition of “issuer” for the purposes of this Order is provided by regulation 4 of the Financial Services and Markets Act 2000 (Official Listing of Securities) Regulations 2001 (S.I. 2001/2956). That defines “issuer” as the issuer of the listed securities, except that if the listed securities are certificates representing securities the “issuer” is the issuer of those underlying securities. The definition of “director” is provided by section 417(1) of the 2000 Act, and includes shadow directors.